SEC Filing | International Flavors & Fragrances Inc.

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e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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 incorporation or organization)		(I.R.S. Employer Identification No.)

521 West 57th Street, New York, N.Y. 10019-2960
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (212) 765-5500

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Number of shares outstanding as of July 17, 2009: 78,991,714

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1A. Risk Factors
	Item 1. Legal Proceedings
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds — (c) Issuer Purchases of Equity Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-31.1
EX-31.2
EX-32

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
(Unaudited)


	June 30,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash and cash equivalents	$	163,815		$	178,467
Short-term investments		344			361
Trade receivables		484,550			412,127
Allowance for doubtful accounts		(12,783	)		(11,156	)
Inventories: Raw materials		224,486			235,324
Work in process		9,691			10,975
Finished goods		206,830			233,268

Total Inventories		441,007			479,567
Deferred income taxes		15,105			23,695
Other current assets		95,173			78,007

Total Current Assets		1,187,211			1,161,068

Property, Plant and Equipment, at cost		1,216,180			1,171,908
Accumulated depreciation		(727,390	)		(675,052	)

		488,790			496,856

Goodwill		665,582			665,582
Intangible assets, net		58,023			61,101
Deferred income taxes		153,039			160,661
Other assets		222,893			204,645

Total Assets	$	2,775,538		$	2,749,913

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings and overdrafts and current portion of long-term debt	$	73,351		$	101,982
Accounts payable		117,892			114,997
Accrued payrolls and bonuses		38,335			40,456
Dividends payable		19,748			19,666
Restructuring and other charges		13,079			14,821
Other current liabilities		146,004			159,119

Total Current Liabilities		408,409			451,041

Other Liabilities:
Long-term debt		1,140,929			1,153,672
Deferred gains		57,118			58,632
Retirement liabilities		279,426			276,231
Other liabilities		170,435			229,695

Total Other Liabilities		1,647,908			1,718,230

Commitments and Contingencies (Note 13)
Shareholders’ Equity:
Common stock 12 1/2¢ par value; authorized 500,000,000 shares; issued 115,761,840 shares as of June 30, 2009 and December 31, 2008; and outstanding 78,994,740 and 78,661,062 shares as of June 30, 2009 and December 31, 2008		14,470			14,470
Capital in excess of par value		104,244			106,073
Retained earnings		2,278,499			2,222,641
Accumulated other comprehensive loss		(254,200	)		(325,105	)

		2,143,013			2,018,079
Treasury stock, at cost - 36,767,100 shares as of June 30, 2009 and 37,100,778 shares as of December 31, 2008		(1,430,420	)		(1,444,968	)

Total Shareholders’ Equity		712,593			573,111

Noncontrolling interest		6,628			7,531

Total Shareholders’ Equity including noncontrolling interest		719,221			580,642

Total Liabilities and Shareholders’ Equity	$	2,775,538		$	2,749,913

See Notes to Consolidated Financial Statements

INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009		2008
Net sales	$	568,261		$	636,126		$	1,127,891	$	1,232,731


Cost of goods sold		340,164			372,345			677,594		723,474
Research and development expenses		48,761			56,166			98,950		108,222
Selling and administrative expenses		93,012			104,662			182,436		194,811
Amortization of intangibles		1,539			1,539			3,078		3,078
Restructuring and other charges		4,104			(255	)		4,104		5,967
Interest expense		14,047			18,545			33,828		36,764
Other (income) expense, net		1,569			(4,117	)		406		(1,812	)

		503,196			548,885			1,000,396		1,070,504

Income before taxes on income		65,065			87,241			127,495		162,227
Taxes on income		16,982			20,209			32,216		39,252

Net income		48,083			67,032			95,279		122,975

Other comprehensive income:
Foreign currency translation adjustments		43,393			(1,405	)		67,434		(33,879	)
Accumulated gains (losses) on derivatives qualifying as hedges		(385	)		1,574			1,196		(947	)
Pension and postretirement net liability adjustment		451			3,302			2,275		6,690

Comprehensive income	$	91,542		$	70,503		$	166,184	$	94,839


Net income per share – basic	$	0.61		$	0.84		$	1.21	$	1.53

Net income per share – diluted	$	0.60		$	0.83		$	1.20	$	1.52

Average number of shares outstanding – basic		78,352			79,627			78,273		79,962

Average number of shares outstanding – diluted		79,050			80,371			78,898		80,725

Dividends declared per share	$	0.25		$	0.23		$	0.50	$	0.46

See Notes to Consolidated Financial Statements

INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(Unaudited)


	Six Months Ended June 30,
	2009			2008
Cash flows from operating activities:
Net income	$	95,279		$	122,975
Adjustments to reconcile to net cash provided by operations:
Depreciation and amortization		38,263			42,529
Deferred income taxes		7,165			851
Gain on disposal of assets		(1,487	)		(684	)
Equity based compensation		10,136			8,898
Changes in assets and liabilities:
Current receivables		(58,786	)		(57,879	)
Inventories		47,268			(25,151	)
Current payables		(27,461	)		(16,060	)
Other assets		(7,098	)		(23,855	)
Other liabilities		(15,742	)		27,226

Net cash provided by operations		87,537			78,850

Cash flows from investing activities:
Additions to property, plant and equipment		(18,545	)		(28,808	)
Purchase of investments		(1,882	)		(3,983	)
Termination of net investment hedge		(13,604	)		—
Proceeds from disposal of assets		835			934

Net cash used in investing activities		(33,196	)		(31,857	)

Cash flows from financing activities:
Cash dividends paid to shareholders		(39,338	)		(37,143	)
Net change in bank borrowings and overdrafts		(25,878	)		(12,333	)
Proceeds from issuance of stock under stock-based compensation plans		1,507			2,840
Excess tax benefits on share-based payments		—			38
Purchase of treasury stock		(1,967	)		(29,995	)

Net cash used in financing activities		(65,676	)		(76,593	)

Effect of exchange rate changes on cash and cash equivalents		(3,317	)		(2,381	)

Net change in cash and cash equivalents		(14,652	)		(31,981	)
Cash and cash equivalents at beginning of year		178,467			151,471

Cash and cash equivalents at end of period	$	163,815		$	119,490


Interest paid	$	40,436		$	41,282

Income taxes paid	$	24,002		$	18,441

See Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements

These interim statements and management’s related discussion and analysis should be read in conjunction with the Consolidated Financial Statements and their related notes and management’s discussion and analysis of results of operations and financial condition included in our 2008 Annual Report on Form 10-K (“2008 Form 10-K”). These interim statements are unaudited. We have historically operated on a 52/53 week fiscal year ending on the Friday closest to the last day of the quarter. For ease of presentation, December 31 and June 30 are utilized consistently throughout this report and these financial statements and notes to represent the period end date. In the opinion of our management, all adjustments, including normal recurring accruals, necessary for a fair presentation of the results for the interim periods have been made.

Note 1. New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162” (the ‘‘Codification’’). The Codification will become the single source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. The Codification will supersede then-existing accounting and reporting standards such as FASB Statements, FASB Staff Positions (“FSP”) and Emerging Issue Task Force Abstracts. The Codification is effective for financial statements issued for interim and annual periods ended after September 15, 2009. In future filings, the Codification will impact only our financial statement reference disclosures, and does not change application of GAAP.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“FAS 165”). FAS 165 sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FAS 165 is effective for our second quarter of 2009 and has not had a material impact on our Consolidated Financial Statements. In that regard, we have performed an evaluation of subsequent events through August 5, 2009, which is the date the financial statements were issued.

Accounting Changes:

On April 9, 2009 the FASB issued FSP FAS 107-1 and Accounting Principles Board (“APB”) 28-1, “Interim Disclosures about Fair Value of Financial Instruments”. This statement requires disclosures about the fair value of financial instruments for annual and interim reporting periods of publicly traded companies. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009, and thus, the required disclosures are included in Note 7. The adoption of this statement had no impact on our financial position or results of operations.

We adopted SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“FAS 160”) as of January 1, 2009 which requires us to classify our noncontrolling interest in consolidated subsidiaries (previously referred to as minority interest) as a separate component of Shareholders’ Equity. Through December 31, 2008, such noncontrolling interest had been included in Other liabilities in our Consolidated Balance Sheet. Any applicable (income) expense attributable to the noncontrolling interest is included in Other (income) expense, net in the accompanying Consolidated Statement of Income due to its immateriality and, as such, is not included separately in comprehensive income.

We adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“FAS 161”) as of January 1, 2009. FAS 161 amends and expands the disclosure requirements of SFAS No. 133 by requiring enhanced disclosures regarding the objectives and strategies for using derivatives, how derivative instruments are accounted for, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The adoption of this statement had no impact on our financial position or results of operations. The additional disclosures required by this statement are included in Note 12.

We adopted FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”) as of January 1, 2009. FSP EITF 03-6-1 considers unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents

(whether paid or unpaid) as participating securities and requires them to be included in the computation of basic earnings per share pursuant to the two-class method described in SFAS No. 128, “Earnings per Share”. The adoption of this FSP did not have a material impact on our Consolidated Financial Statements and is explained in detail in Note 3.

Note 2. Reclassifications:

Certain reclassifications have been made to the prior periods’ financial statements to conform to 2009 classifications. In addition, as a result of the adoption of FAS 160 as discussed in Note 1 above, we reclassified Noncontrolling interest of $7.5 million from Other liabilities to a separate component of Shareholders’ Equity in the Consolidated Balance Sheet.

Note 3. Net Income Per Share:

Net income per share is based on the weighted average number of shares outstanding. A reconciliation of the shares used in the computation of basic and diluted net income per share is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Shares in thousands)	2009		2008		2009		2008
Basic		78,352		79,627		78,273		79,962
Assumed conversion under stock plan		698		744		625		763

Diluted		79,050		80,371		78,898		80,725

Stock options and stock settled appreciation rights (“SSARs”) to purchase 1,913,000 shares and 542,000 shares were outstanding as of June 30, 2009 and June 30, 2008, respectively, but were not included in the computation of diluted net income per share for the respective periods since the impact was anti-dilutive.

We have issued Purchase Restricted Stock (“PRS”) which contain nonforfeitable rights to dividends and thus are considered participating securities which are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method. We did not present the two-class method since the difference between basic and diluted net income per share for both common shareholders and PRS shareholders was less than $0.01 per share for each period and the number of PRS outstanding as of June 30, 2009 and 2008 was immaterial (approximately 0.6% of the total number of common shares outstanding). Net income allocated to such PRS was approximately $0.3 million and $0.6 million in each quarterly and six month period, respectively. Diluted shares and net income per share for the three and six months ended June 30, 2008 have been adjusted to reflect the adoption of FSP EITF 03-6-1.

Note 4. Restructuring and Other Charges:

The Company recorded a net pre-tax charge of $4.1 million during the three months ended June 30, 2009. This amount includes $6.6 million for severance and related costs associated with the elimination of approximately 70 positions globally, less a $2.5 million reduction to previously recorded provisions. The reduction in prior reserves is attributable to lower estimated benefit costs on severance paid as well as fewer position eliminations requiring severance. The position eliminations in the current quarter are expected to generate approximately $9 million in annual savings once completed during the third quarter. The reductions were primarily related to our Fragrance business reflecting the weak economic conditions affecting this segment.

The 2008 charge primarily related to employee separation expenses in connection with the implementation of a global shared service center and a performance improvement plan. Movements in restructuring liabilities, included in Restructuring and other charges in the accompanying Consolidated Balance Sheet, were (in millions):


	Employee-
	Related
Balance December 31, 2008	$	14.8
Additional charges, net of reversal		4.1
Payments		(5.8	)

Balance June 30, 2009	$	13.1

The balance of the employee-related liabilities is expected to be utilized by the end of 2010 as obligations are satisfied.

Note 5. Goodwill and Other Intangible Assets, Net:

Goodwill by operating segment at June 30, 2009 and December 31, 2008 is as follows:


(DOLLARS IN THOUSANDS)	Amount
Flavors	$	319,479
Fragrances		346,103

Total	$	665,582

Trademark and other intangible assets consist of the following amounts:


	June 30,		December 31,
(DOLLARS IN THOUSANDS)	2009		2008
Gross carrying value	$	165,406	$	165,406
Accumulated amortization		107,383		104,305

Total	$	58,023	$	61,101

Amortization expense for the six months ended June 30, 2009 and June 30, 2008 was $3 million for each period. Annual amortization is estimated to be $6 million in 2009 and $6 million in each year from 2010 through 2013.

Note 6. Comprehensive Income:

Changes in the Accumulated other comprehensive income (loss) component of shareholders’ equity were as follows:


				Accumulated (losses)			Pension and
				gains on derivatives			postretirement net
	Translation			qualifying as hedges,			liability adjustment,
(DOLLARS IN THOUSANDS)	adjustments			net of tax			net of tax			Total
Balance December 31, 2008	$	(149,846	)	$	(3,832	)	$	(171,427	)	$	(325,105	)
Change		67,434			1,196			2,275			70,905

Balance June 30, 2009	$	(82,412	)	$	(2,636	)	$	(169,152	)	$	(254,200	)


				Accumulated (losses)			Pension and
				gains on derivatives			postretirement net
	Translation			qualifying as hedges,			liability adjustment,
(DOLLARS IN THOUSANDS)	adjustments			net of tax			net of tax			Total
Balance December 31, 2007	$	(32,990	)	$	(1,843	)	$	(109,514	)	$	(144,347	)
Change		(33,879	)		(947	)		6,690			(28,136	)

Balance June 30, 2008	$	(66,869	)	$	(2,790	)	$	(102,824	)	$	(172,483	)

Note 7. Borrowings:

Debt consists of the following:


(DOLLARS IN THOUSANDS)	Rate			Maturities		June 30, 2009		December 31, 2008
Bank borrowings and overdrafts						$	23,351	$	51,982
Current portion of long-term debt		5.89	%				50,000		50,000

Total current debt							73,351		101,982

Senior notes - 2007		6.38	%		2017-27		500,000		500,000
Senior notes - 2006		6.06	%		2011-16		325,000		325,000
Bank borrowings		0.91	%		2012		142,380		141,575
Japanese Yen loan - 2008		1.91	%		2011		138,737		149,758
Japanese Yen notes		2.81	%		2011		18,877		20,422
Other							19		24
Deferred realized gains on interest rate swaps							15,916		16,893

Total long-term debt							1,140,929		1,153,672

Total debt						$	1,214,280	$	1,255,654

The estimated fair value of our long-term debt at June 30, 2009 approximated the recorded value, except that our Senior Notes — 2007 had an estimated fair value of approximately $478 million. The fair value of our long-term debt was calculated using discounted cash flows applying interest rates of recent issuances of debt with similar terms and maturities for companies with comparable credit risk.

Note 8. Income Taxes:

As of June 30, 2009, we had $60 million of gross unrecognized tax benefits recorded in Other liabilities, that if recognized, would be recorded as a component of income tax expense and affect the effective tax rate.

We have consistently recognized interest and penalties related to unrecognized tax benefits as a component of income tax expense. At June 30, 2009, we had accrued $8 million of interest and penalties.

We have several tax audits in process and have open tax years with various significant taxing jurisdictions that range primarily from 2002 to 2008. Based on currently available information, we do not believe the ultimate outcome of these tax audits and other tax positions related to open tax years, when finalized, will have a material adverse effect on our financial position, results of operations or cash flows.

The effective tax rate for the three and six months ended June 30, 2009 was 26.1% and 25.3% compared with 23.2% and 24.2% for the comparable periods in 2008. The 2008 periods include $3.9 million and $6.0 million related to favorable tax rulings which reduced the rate by 4.4% and 3.7%, respectively. Excluding the effect of the favorable tax ruling in 2008, the reduced rates during the three and six month periods in 2009 reflect the mix of earnings in countries in which we operate, ongoing savings associated with an increase in non-U.S. investment tax credits, as well as favorable provision-to-return adjustments.

Note 9. Equity Compensation Plans:

We have various plans under which our officers, senior management, other key employees and directors may be granted equity-based awards, including PRS, restricted stock units (“RSUs”), SSARs or stock options to purchase our common stock.

We offer a Long-Term Incentive Plan (“LTIP”) for senior management. LTIP plan awards are based on meeting certain targeted financial and/or strategic goals established by the Compensation Committee of the Board of Directors early in each cycle. Beginning with the LTIP 2007-2009 cycle and thereafter, the targeted payout is 50% cash and 50% IFF stock. The number of shares for the 50% stock portion is determined by the closing share price on the first trading day at the beginning of the cycle. Generally, the executive must remain employed with IFF during the cycle to receive the payment.

Principal assumptions used in applying the Binomial model for SSAR’s granted during the six months ended June 30, 2009 and June 30, 2008 were as follows:


	2009			2008
Weighted average fair value of SSAR’s granted during the period	$	6.99		$	9.93
Assumptions:
Risk-free interest rate		2.5	%		3.2	%
Expected volatility		31.8	%		25.7	%
Expected dividend yield		3.3	%		2.2	%
Expected life, in years		5			5
Termination rate		0.91	%		0.46	%
Exercise multiple		1.46			1.52

Stock option and SSAR activity for the six months ended June 30, 2009 was as follows:


	Shares Subject			Weighted
	to			Average
(SHARE AMOUNTS IN THOUSANDS)	Options/SSARs			Exercise Price
Balance at December 31, 2008		2,422		$	35.86
Exercised		(12	)	$	28.99
Cancelled		(27	)	$	31.69

Balance at March 31, 2009		2,383		$	35.95

Granted		202		$	30.48
Exercised		(3	)	$	29.28
Cancelled		(86	)	$	39.47

Balance at June 30, 2009		2,496		$	35.43

Restricted stock and RSU activity for the six months ended June 30, 2009 was as follows:


				Weighted
				Average Grant
				Date Fair
	Number of			Value Per
(SHARE AMOUNTS IN THOUSANDS)	Shares			Share
Balance at December 31, 2008		1,408		$	33.34
Cancelled		(12	)	$	42.98

Balance at March 31, 2009		1,396		$	33.33

Granted		650		$	25.00
Vested		(465	)	$	27.50
Cancelled		(24	)	$	40.19

Balance at June 30, 2009		1,557		$	31.54

Pre-tax expense related to all forms of equity compensation was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(DOLLARS IN THOUSANDS)	2009		2008		2009		2008
Restricted stock and RSUs	$	4,736	$	4,336	$	8,824	$	7,470
Stock options and SSARs		641		677		1,312		1,428

Total equity compensation expense	$	5,377	$	5,013	$	10,136	$	8,898

Tax related benefits of $1.7 million and $3.2 million were recognized for the second quarter and first six months of 2009, respectively, and $1.4 million and $2.4 million for the second quarter and first six months of 2008, respectively.

Note 10. Segment Information:

We are organized into two business segments, Flavors and Fragrances; these segments align with the internal structure used to manage these businesses. Accounting policies used for segment reporting are described in Note 1 of the Notes to the Consolidated Financial Statements included in our 2008 Form 10-K. We evaluate the performance of business units based on operating profit before interest expense, other income (expense), net and income taxes.

The Global expense caption represents corporate and headquarters-related expenses which include legal, finance, human resources and other administrative expenses that are not allocated to individual business units. The three and six month periods ended June 30, 2009 include a net reversal of approximately $0.4 million related to restructuring costs and $1 million charge for employee separation costs. The three and six month periods ended June 30, 2008 included approximately $3 million for employee separation costs. The first six months of 2008 also includes $3 million of restructuring costs offset by a $3 million benefit from an insurance recovery related to a prior year product contamination matter. Unallocated assets are principally cash, short-term investments and other corporate and headquarters-related assets.

Our reportable segment information was as follows:


	Three Months Ended June 30, 2009
					Global
(DOLLARS IN THOUSANDS)	Flavors		Fragrances		Expenses			Consolidated

Net sales	$	269,768	$	298,493		—		$	568,261


Operating profit	$	54,594	$	34,894	$	(8,807	)		80,681


Interest expense									(14,047	)
Other income (expense), net									(1,569	)

Income before taxes on income								$	65,065


	Three Months Ended June 30, 2008
					Global
(DOLLARS IN THOUSANDS)	Flavors		Fragrances		Expenses			Consolidated

Net sales	$	289,794	$	346,332		—		$	636,126


Operating profit	$	56,861	$	56,339	$	(11,531	)		101,669


Interest expense									(18,545	)
Other income (expense), net									4,117

Income before taxes on income								$	87,241


	Six Months Ended June 30, 2009
					Global
(DOLLARS IN THOUSANDS)	Flavors		Fragrances		Expenses			Consolidated

Net sales	$	535,889	$	592,002		—		$	1,127,891


Operating profit	$	107,434	$	70,885	$	(16,590	)		161,729


Interest expense									(33,828	)
Other income (expense), net									(406	)

Income before taxes on income								$	127,495


	Six Months Ended June 30, 2008
					Global
(DOLLARS IN THOUSANDS)	Flavors		Fragrances		Expenses			Consolidated

Net sales	$	563,601	$	669,130		—		$	1,232,731


Operating profit	$	113,789	$	103,235	$	(19,845	)		197,179


Interest expense									(36,764	)
Other income (expense), net									1,812

Income before taxes on income								$	162,227

Segment assets were $1,132 million for Flavors and $1,391 million for Fragrances at December 31, 2008. Global assets were $227 million at December 31, 2008. There were no significant changes in segment assets from December 31, 2008 to June 30, 2009.

Note 11. Retirement Benefits:

Pension expense included the following components:


U.S. Plans	Three Months Ended June 30,						Six Months Ended June 30,
(DOLLARS IN THOUSANDS)	2009			2008			2009			2008
Service cost for benefits earned	$	1,180		$	1,187		$	2,360		$	2,374
Interest cost on projected benefit obligation		5,985			5,942			11,970			11,885
Expected return on plan assets		(6,042	)		(6,236	)		(12,084	)		(12,471	)
Net amortization and deferrals		1,584			1,417			3,168			2,834

Defined benefit plans		2,707			2,310			5,414			4,622
Defined contribution and other retirement plans		1,784			2,484			3,783			4,339

Total pension expense	$	4,491		$	4,794		$	9,197		$	8,961


Non-U.S. Plans	Three Months Ended June 30,						Six Months Ended June 30,
(DOLLARS IN THOUSANDS)	2009			2008			2009			2008
Service cost for benefits earned	$	2,040		$	2,609		$	4,023		$	5,218
Interest cost on projected benefit obligation		7,136			9,316			14,272			18,632
Expected return on plan assets		(9,350	)		(13,074	)		(18,701	)		(26,149	)
Net amortization and deferrals		698			790			1,395			1,580

Defined benefit plans		524			(359	)		989			(719	)
Defined contribution and other retirement plans		1,022			1,237			2,053			2,289

Total pension expense	$	1,546		$	878		$	3,042		$	1,570

During 2009, we may contribute up to $20 million and $14 million to our U.S. pension plans and non-U.S. pension plans, respectively. In the three months and six months ended June 30, 2009, $3 million and $6 million, respectively, of contributions were made to our qualified U.S. pension plan. In the three and six months ended June 30, 2009, no contributions were made to our non-qualified U.S. pension plan, and $4 million of contributions were made to the non-U.S. plans.

The financial returns of our investment trusts during the first half of 2009 continue to be in line with the markets by asset class. We had little exposure to financial institution equities and had no direct investments in sub-prime related assets.

Expense recognized for postretirement benefits other than pensions included the following components:


	Three Months Ended June 30,						Six Months Ended June 30,
(DOLLARS IN THOUSANDS)	2009			2008			2009			2008
Service cost for benefits earned	$	441		$	671		$	882		$	1,342
Interest on benefit obligation		1,556			1,542			3,112			3,084
Net amortization and deferrals		(565	)		(153	)		(1,130	)		(306	)

Total postretirement benefit expense	$	1,432		$	2,060		$	2,864		$	4,120

We expect to contribute $5 million to our postretirement benefit plans in 2009. In the three and six months ended June 30, 2009, $1 million and $3 million, respectively, of contributions were made.

Note 12. Financial Instruments:

Fair Value

SFAS No. 157, “Fair Value Measurements” (“FAS 157”) specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:

	•		Level 1—Quoted prices for identical instruments in active markets.

	•		Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

	•		Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

When available, we generally use quoted market prices to determine fair value, and classify such items in Level 1. We determine the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the LIBOR (London InterBank Offer Rate) swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. The fair value of these liabilities was approximately $4 million at June 30, 2009. We do not have any instruments classified as Level 3.

The market valuation adjustments include a bilateral or “own” credit risk adjustment applied to reflect our own credit risk when valuing all liabilities measured at fair value, in accordance with the requirements of FAS 157. The methodology is consistent with that applied in generating counterparty credit risk adjustments, but incorporates our own credit risk as observed in the credit default swap market. As for counterparty credit risk, our own credit risk adjustments include the impact of credit risk mitigants. The estimated change in the fair value of these liabilities due to such changes in our own credit risk (or instrument-specific credit risk) was immaterial.

Derivatives

We periodically enter into foreign currency forward contracts with the objective of reducing exposure to cash flow volatility associated with our intercompany loans, foreign currency receivables and payables, and with anticipated purchases of certain raw materials used in operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding three months and are with counterparties which are major international financial institutions. As of June 30, 2009 we held certain foreign currency forward contracts which were not designated as hedging instruments under FAS 133. The carrying amounts of these contracts were $1.6 million (in an asset position) classified in Other current assets and $0.6 million (in a liability position) classified in Other current liabilities in the Consolidated Balance Sheet. During the three and six months ended June 30, 2009 we recognized net gains of $4.1 million and $7.1 million, respectively, recorded in Other (income) expense, net, related to these foreign currency contracts. These net gains offset any recognized losses arising from the revaluation of the related intercompany loans during the same respective periods.

In 2003, we executed a 10-year Yen — U.S. dollar currency swap related to the monthly sale and purchase of products between the U.S. and Japan which has been designated as a cash flow hedge under FAS 133. As of June 30, 2009, this cash flow hedge experienced no ineffectiveness. As of June 30, 2009, the fair value of this foreign currency contract was a liability of $4.3 million classified in Other current liabilities in the Consolidated Balance Sheet. During the three and six months ended June 30, 2009, gains (losses) of $(0.4) million and $1.2 million, respectively, were recognized in Other comprehensive income representing the change in fair value of the remaining hedge balance outstanding which is marked to market in Accumulated other comprehensive income (loss) (“AOCI”) as a hedge of forecasted future cash flow and released ratably through earnings over term of the hedge. During the three and six months ended June 30, 2009 we reclassified losses of $0.1 million and $0.3 million, respectively, from AOCI to Other (income) expense, net, in the Consolidated Statement of Income.

In 2005, we entered into an interest rate swap agreement effectively converting the fixed rate on our long-term Japanese Yen borrowings to a variable short-term rate based on the Tokyo InterBank Offering Rate (TIBOR) plus an interest markup. This swap was designated as a fair value hedge under FAS 133. As of June 30, 2009, the fair value of this interest rate contract was approximately $0.1 million and is classified in Other assets in the Consolidated Balance Sheet. This fair value hedge experienced no ineffectiveness. Interest income on the periodic settlement and reset of the floating interest rate of less than $0.1 million was recorded in Interest expense in the Consolidated Statement of Income for the three and months ended June 30, 2009.

In February 2009, we paid $16 million to close out the $300 million U.S. Dollar (“USD”) LIBOR to European InterBank Offer Rate (EURIBOR) interest rate swap. As this swap was designated as a net investment hedge under FAS 133, $12 million of the loss was deferred in AOCI where it will remain until the Euro net investment is divested and $4 million was included as a component of interest expense during the six months ended June 30, 2009.

In May 2009 we entered into a forward currency contract which qualified as a net investment hedge, in order to protect a portion our net European investment from foreign currency risk. We recognized a $1.6 million loss during the three and six months ended June 30, 2009, which was deferred as a component of AOCI. The ineffective portion of this net investment hedge was not material. This forward currency contract matured before the end of our second quarter. Upon its maturity, we entered into an intercompany loan payable in the amount of 40 million Euros in order to protect a portion of our net European investment from foreign currency risk. This intercompany loan was designated as a net investment hedge under FAS 133 and experienced no ineffectiveness as of June 30, 2009.

Note 13. Commitments and Contingencies:

We are party to a number of lawsuits and claims related primarily to flavoring supplied by us and by other third party suppliers, in most instances to manufacturers of butter flavored microwave popcorn. A total of 15 actions involving 352 claimants are currently pending against us and other flavor suppliers and related companies based on similar claims of alleged respiratory illness. In certain cases, plaintiffs are unable to demonstrate that they have suffered a compensable loss as a result of exposure to our flavored products, or that injuries which did occur are in fact the result of such exposure. In most of the complaints, the damages sought by the plaintiff(s) are not

alleged at the pleading stage and may not be specified until a much later time in the proceeding, if at all. Since the end of 2008, as reported in our Form 10-K, no new actions were filed against us, three actions involving 14 plaintiffs were resolved through confidential settlement or voluntary dismissal for a net out-of-pocket amount which is not material to us, including insurance recovery. In addition, 26 other plaintiffs were voluntarily dismissed from the other pending cases.

At each balance sheet date, or more frequently as conditions warrant, we review the status of each pending claim, as well as our insurance coverage for such claims with due consideration given to potentially applicable deductibles, retentions and reservation of rights under insurance policies with respect to all these matters. The liabilities are recorded at management’s best estimate of the outcome of the lawsuits and claims, taking into consideration the facts and circumstances of the individual matters as well as past experience on similar matters. Amounts accrued are also based upon our historical experience with these claims, including claims which have been closed with no liability as well as claims settled to date. Settled claims, since the inception of the flavor-related claims, have not been material to us in any reporting period including insurance recovery. At each balance sheet date, the key issues that management assesses are whether it is probable that a loss as to asserted or unasserted claims has been incurred and, if so, whether the amount of loss can be reasonably estimated. We are not able to provide an amount or range of estimated loss in excess of the liability currently accrued at the balance sheet date as to asserted and unasserted claims because such estimate cannot reasonably be made.

While the ultimate outcome of any litigation cannot be predicted, management believes that adequate provision has been made with respect to all known claims. Based on information presently available and in light of the merits of our defenses and the availability of insurance, we do not expect the outcome of the above cases, singly or in the aggregate, to have a material adverse effect on our financial condition, results of operation or liquidity. There can be no assurance that future events will not require us to increase the amount we have accrued for any matter or accrue for a matter that has not been previously accrued.

We periodically assess our insurance coverage for all known claims, taking into account aggregate coverages by occurrence, limits of coverage, self-insured retentions and deductibles, historical claims experience and claims experience with insurers.

We record the expected liability with respect to these claims in Other liabilities and expected recoveries from our insurance carrier group in Other assets. We believe that realization of the insurance receivable is probable due to the terms of the insurance policies and the payment experience to date of the carrier group as it relates to these claims.

Over the past approximately 20 years, various federal and state authorities and private parties have claimed that we are a Potentially Responsible Party (“PRP”) as a generator of waste materials for alleged pollution at a number of waste sites operated by third parties located principally in New Jersey and have sought to recover costs incurred and to be incurred to clean up the sites.

We have been identified as a PRP at ten facilities operated by third parties at which investigation and/or remediation activities may be ongoing. We analyze our liability on a regular basis and accrue for environmental liabilities when they are probable and estimable. At June 30, 2009, we estimated our share of the total future costs for these sites to be less than $5 million.

While joint and several liability is authorized under federal and state environmental laws, we believe that the amounts we have paid and anticipate paying in the future for clean-up costs and damages at all sites are not and will not be material to our financial condition, results of operations or liquidity. This conclusion is based upon, among other things, the involvement of other PRP’s at most sites, the status of the proceedings, including various settlement agreements and consent decrees, the extended time period over which payment will likely be made and an agreement reached in July 1994 with three of our liability insurers pursuant to which defense costs and indemnity amounts payable by us in respect of the sites will be shared by the insurers up to an agreed amount.


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a leading creator and manufacturer of flavor and fragrance compounds used to impart or improve the flavor or fragrance in a wide variety of consumer products.

IFF is organized into two units that reflect our flavor and fragrance businesses. Flavor compounds are sold to the food and beverage industries for use in consumer products such as prepared foods, beverages, dairy and confectionery products. The fragrance business unit consists of three fragrance categories: functional fragrances, including fragrance compounds for personal care (e.g., soaps) and household products (e.g., detergents and cleaning agents); fine fragrance and beauty care, including perfumes, colognes and toiletries; and ingredients, consisting of natural and synthetic ingredients that can be combined with other materials to create unique functional and fine fragrance compounds. Approximately 55% of our ingredient production is consumed internally; the balance is sold to third party customers.

Changing social habits resulting from such factors as increases in personal income, leisure time, health concerns, urbanization and population growth stimulate demand for consumer products utilizing flavors and fragrances. These developments expand the market for products with finer fragrance quality, as well as the market for colognes and toiletries. Such developments also stimulate demand for convenience foods, soft drinks and low-fat and organic food products that must conform to expected tastes. These developments necessitate the creation and development of flavors and fragrances and ingredients that are compatible with newly introduced materials and methods of application used in consumer products.

Flavors and fragrances are generally:

	•		created for the exclusive use of a specific customer;

	•		sold in powder, or liquid form, in amounts ranging from a few pounds to several tons depending on the nature of the end product in which they are used;

	•		a small percentage of the volume and cost of the end product sold to the consumer; and

	•		a major factor in consumer selection and acceptance of the product.

The flavors and fragrances industry can be impacted by macroeconomic factors in all product categories and geographic regions. Such factors may include the impact of currency on the price of raw materials, and operating costs, as well as on translation of reported results. In addition, IFF is susceptible to margin pressure due to customers’ cost improvement programs and input cost increases. However, these pressures can often be mitigated through a combination of product reformulation, sourcing strategies and material substitution plus internal cost containment efforts, and the development of innovative and streamlined solutions and processes.

STRATEGIC DRIVERS

To increase shareholder value, we pursue three key strategies: investing in research to develop new, innovative materials and delivery systems; developing a deep understanding of consumers’ preferences and values; and maintaining superior creative teams to support our flavors and fragrances’ customers. Our goal is to deliver differentiated solutions that enable our customers’ brands to win in the marketplace.

In order to pursue these strategies, our three key missions are: customers, people and innovation. We are well positioned to achieve success by targeting strategically important global and regional customers in both developed and emerging markets; attracting, developing and retaining top talent; investing in research and development; and fostering a culture of innovation and continuous improvement.

Operations

Second Quarter 2009

Sales Commentary

Second quarter 2009 sales totaled $568 million, down 11% from the prior year period, as flavor sales declined 7% and fragrance sales decreased 14%. Foreign currency parity continued to have a negative impact on year-over-year sales performance, reducing reported sales in the 2009 quarter by $44 million or 7% versus the 2008 period.

Excluding the impact of currency movements, local currency (LC) sales for the Flavors business were up slightly year-over-year for the quarter. All regions except EAME (Europe, Africa and Middle East) delivered LC sales growth for the quarter. Local currency growth in Latin America was driven by new wins, as well as volume growth in dairy and confectionary, combined with modest price realization. In North America, new wins, particularly in savory, and price increases offset lower volumes in several beverage accounts. Greater Asia experienced good growth in savory and price recovery across most categories. These improvements were mostly offset by sales erosion in beverages and confectionary plus the negative effects of a stronger U.S. dollar on local demand.

Fragrance sales were 7% lower than the prior year period, excluding the effects of a stronger dollar. The decline in LC sales is mainly due to lower volumes and product erosion within Fine Fragrance combined with overall weakness in Ingredients demand. These negative factors more than offset very good performance in Functional fragrances which grew 3% in LC in the current quarter. The growth in Functional was driven by new wins in Fabric and Personal Wash. We continue to see solid growth in almost all emerging markets for Fragrance compound sales.

Sales performance by region and product category in comparison to the prior year quarter in both reported dollars and local currency, where applicable, was as follows:


		% Change in Sales-Second Quarter 2009 vs Second Quarter 2008
		Fine &
		Beauty Care			Functional			Ingredients			Total Frag.			Flavors			Total
North America	Reported		-26	%		-3	%		-9	%		-13	%		1	%		-6	%

EAME	Reported		-37	%		-12	%		-29	%		-26	%		-18	%		-23	%
	*Local Currency*		*-26*	%		1	%		*-18*	%		*-14*	%		-5	%		*-11*	%

Latin America	Reported		8	%		2	%		-5	%		3	%		-1	%		2	%
	*Local Currency*		10	%		3	%		-4	%		4	%		8	%		6	%

Greater Asia	Reported		7	%		11	%		-14	%		4	%		-4	%		-1	%
	*Local Currency*		10	%		13	%		*-14*	%		6	%		1	%		3	%

Total	Reported		-23	%		-3	%		-19	%		-14	%		-7	%		-11	%
	*Local Currency*		*-16*	%		3	%		*-13*	%		-7	%		0	%		-4	%

	§		North American sales declines were driven primarily by weak economic conditions and continued efforts on the part of our customers to maintain low inventory levels, notably within Fine Fragrances.

	§		EAME sales continue to be the hardest hit by overall weakness in demand across almost every category. There was some improvement in LC sales, on a relative basis, over the course of the quarter.

	§		Latin America saw solid LC sales growth across all segments, except Ingredients. We continue to experience good penetration with key regional accounts for Fragrances and news wins for Flavors.

	§		Greater Asia LC sales growth was driven by new product introductions in Fragrances partially offset by volume declines and the effects of a stronger U.S. Dollar (USD) on local demand for Flavors. The decrease in ingredients sales was driven by volume declines consistent with the overall market weakness.

Consolidated Operating Results

The percentage relationship of cost of goods sold and other operating expenses to reported sales is as follows:


	Second Quarter
	2009			2008
Cost of goods sold		59.9	%		58.5	%
Research and development expenses		8.6	%		8.8	%
Selling and administrative expenses		16.4	%		16.5	%

Cost of goods sold includes the cost of materials and manufacturing expenses; raw materials generally constitute 70% of the total. Research and development expenses are for the development of new and improved products, technical product support, compliance with governmental regulations, and help in maintaining relationships with customers who are often dependent on technological advances. Selling and administrative expenses support our sales and operating efforts.

Cost of goods sold, as a percentage of sales, was 59.9% compared with 58.5% in 2008. This increase was mainly the result of higher input costs plus lower absorption and volume, as well as weaker product mix that was partially offset by cost recovery efforts.

Research and development (R&D) expenses were down approximately $7 million from the prior year as tight cost control on applied research and development and the effects of a stronger U.S. dollar more than offset somewhat higher spending on basic R&D.

Selling and administrative expenses (S&A), as a percentage of sales, decreased to 16.4% as compared to 16.5% in the second quarter 2008. The current year quarter includes $0.9 million related to employee separation costs versus $3.4 million in the 2008 period. Excluding employee separation costs in each period, S&A expenses in 2009 increased approximately 30 basis points as a percentage of sales. The increase is mainly attributable to higher pension costs, bad debt provisions and product claims.

Interest Expense

In the second quarter 2009, interest expense totaled $14.0 million as compared to $18.5 million in 2008. The reduction during the 2009 period reflects the elimination of cross-currency interest rate swaps during the second half of 2008 and during the first quarter 2009, and lower average borrowing costs. Average cost of debt was 4.6% for 2009 compared to 6.0% in 2008.

Other (Income) Expense, Net

Other expense in 2009 of $1.6 million versus other income of $4 million during the 2008 period was mainly due to losses on foreign exchange transactions, compared to gains in the prior year.

Income Taxes

The effective tax rate was 26.1% as compared to a rate of 23.2% in the prior year quarter. The 2008 effective tax rate was 27.6% excluding a $3.9 million benefit from favorable tax rulings related to prior periods. Excluding this effect, the decline in the effective tax rate in 2009 reflects the mix of earnings in countries in which we operate, ongoing savings associated with an increase in non-U.S. investment tax credits, as well as favorable provision-to-return adjustments.

Operating Results by Business Unit

We evaluate the performance of business units based on operating profit before interest expense, other income (expense), net and income taxes. See Note 10 to our Consolidated Financial Statements for the reconciliation to Income before taxes.

Flavors

In the second quarter 2009, Flavors operating profit totaled $55 million, or 20.2%, as a percentage of sales, compared to $57 million or 19.6% of sales in 2008. The improvement in profitability reflects margin and cost recovery efforts combined with lower overhead expenses that more than offset the effects of higher input costs, weaker mix and unfavorable foreign exchange impacts.

Fragrances

Fragrance operating profit for the second quarter of 2009 was $35 million, or 11.7%, as a percentage of sales, compared to $56 million or 16.3% of sales during 2008. The decline in profit was driven by lower volumes and unfavorable mix, higher input costs and negative currency parity impacts that were partially offset by reduced overhead expenses and cost recovery efforts. The 2009 results include $5 million related to the restructuring charge.

Global Expenses

Global expenses represent corporate and headquarters-related expenses which include legal, finance, human resources and other administrative expenses that are not allocated to an individual business unit. In 2009, Global expenses for the second quarter were $9 million compared to $12 million during 2008. The 2009 and 2008 Global expenses included $1 and $3 million of employee separation expenses, respectively. In addition, the 2009 quarter includes a net reversal of $0.4 million pertaining to the restructuring plans.

First Six Months 2009

Sales Commentary

Sales for the first six months of 2009 totaled $1.1 billion, decreasing 9% from the prior year period of $1.2 billion, as Flavor sales declined 5% and Fragrance sales decreased 12%. Foreign exchange had a 6% negative impact on reported sales for the first half of 2009 as the U.S. dollar strengthened against most currencies; at comparable exchange rates, sales would have decreased 3% year-over-year.

On a local currency (LC) basis, Flavor sales increased 1% year-over-year. North America and Latin America delivered solid growth despite weak economic conditions whereas sales in EAME were down 3% as a result of the economic slowdown and ongoing inventory reductions by our customers. Greater Asia sales in LC were up 1% for the six month period, despite the effects of a stronger USD on local demand.

Fragrance sales declined 12% including 6% attributable to exchange rates. Fine & Beauty Care sales declined 14%, reflecting weak consumer demand and excess inventories through the supply chain primarily in North America and EAME. Functional Fragrance sales grew 2% globally due to new wins in the fabric care and personal wash categories combined with good growth in emerging markets. Ingredients sales declined 9% on a LC basis primarily due to significant erosion in the fine fragrance category.

Sales performance by region and product category in comparison to the prior year period in both reported dollars and local currency, where applicable, was as follows:


		% Change in Sales-Six Months 2009 vs Six Months 2008
		Fine &
		Beauty Care			Functional			Ingredients			Total Frag.			Flavors			Total
North America	Reported		-21	%		3	%		1	%		-6	%		3	%		-1	%

EAME	Reported		-35	%		-12	%		-28	%		-25	%		-15	%		-21	%
	*Local Currency*		*-26*	%		-1	%		*-19*	%		*-15*	%		-3	%		*-11*	%

Latin America	Reported		10	%		2	%		5	%		5	%		-1	%		3	%
	*Local Currency*		13	%		2	%		5	%		6	%		8	%		7	%

Greater Asia	Reported		9	%		3	%		-5	%		3	%		-3	%		-1	%
	*Local Currency*		12	%		4	%		-6	%		4	%		1	%		2	%

Total	Reported		-20	%		-3	%		-14	%		-12	%		-5	%		-9	%
	*Local Currency*		*-14*	%		2	%		-9	%		-6	%		1	%		-3	%

North America sales declined slightly, driven by erosion and volume declines in fine fragrance compounds that more than offset the benefits from new wins in our savory, fabric care and personal care categories, as well as some price recovery. Ingredient sales growth was mainly attributable to price increases and mix.

	§		EAME sales declines in LC were driven by de-stocking and weak economic conditions across all product categories. Functional fragrance sales in LC were aided by good growth in fabric care.

	§		Latin America LC sales saw good growth and new wins across all product categories. Flavor sales were up 8% in LC as compared to very strong performance during 2008.

	§		Greater Asia LC sales growth was driven by new product introductions and wins across most product categories and price realization. Flavor sales performance was good, despite the negative effects of a stronger USD on demand.

Consolidated Operating Results

The percentage relationship of cost of goods sold and other operating expenses to reported sales is as follows:


	First Six Months
	2009			2008
Cost of goods sold		60.1	%		58.7	%
Research and development expenses		8.8	%		8.8	%
Selling and administrative expenses		16.2	%		15.8	%

Cost of goods sold, as a percentage of sales, was 60.1% compared with 58.7% in 2008. This increase was mainly the result of higher input costs, lower absorption and volumes, plus weaker sales mix that were partially offset by cost recovery and margin improvement efforts.

Research and development (R&D) expenses were down approximately $9 million from the prior year as tight cost control on applied research and development plus the effects of a stronger dollar more than offset increased spending on materials research.

Selling and administrative expenses (S&A), as a percentage of sales, increased slightly to 16.2% of sales as compared to 15.8% in the first half of 2008. The 2008 amount includes the benefit of a $2.6 million insurance recovery related to a prior period product liability claim offset by $3.4 million for employee separation costs. The 2009 amount includes $0.9 million pertaining to employee separation costs. Excluding these items, S&A as a percentage of sales was 16.1% and 15.7%, respectively, for the 2009 and 2008 periods. The reduction in S&A dollars reflects a stronger U.S. dollar, cost reduction efforts and lower incentive compensation expense that more than offset higher pension expense and provisions for bad debts and product claims.

Restructuring and Other Charges

Restructuring and other charges consist primarily of separation costs for employees, including severance, outplacement and other benefit costs.

The 2008 charges primarily related to employee separation expenses in connection with the implementation of a global shared service center and a performance improvement plan. Positions eliminated and charges, net of reversal by business segment are detailed in the table below.


	Restructuring Charges
	*( In Thousands)*					Positions Eliminated
	2009			2008		2009		2008
Flavors	$	(363	)	$	925		7		17
Fragrances		4,849			2,480		60		19
Global		(382	)		3,455		5		91

Total	$	4,104		$	6,860		72		127

Interest Expense

In the first six months of 2009, interest expense totaled $34 million as compared to $37 million in 2008. The 2009 decrease reflects a lower average borrowing cost and the elimination of a cross-currency interest rate swap during the second half of 2008. The 2009 amount includes $4 million of interest paid on the close-out of a cross-currency interest rate swap classified as a net investment hedge. Average cost of debt was 5.2% for 2009 compared to 6.0% in 2008.

Other (Income) Expense, Net

Other expense in 2009 of $0.4 million as compared to other income of $1.8 million in 2008 was mainly due to losses on foreign exchange transactions, compared to gains in the prior year, and lower interest income in 2009.

Income Taxes

The effective tax rate was 25.3% as compared to a rate of 24.2% in the prior year period. The 2008 effective tax rate was 27.9% excluding $6 million of benefits pertaining to favorable tax rulings from prior periods. The decline in the effective tax rate in 2009 is mainly attributable to an increase in non-U.S. investment tax credits and the mix of earnings across the countries in which we operate.

Operating Results by Business Unit

Flavors

For the first six months of 2009, Flavors operating profit totaled $107 million, or 20.0% of sales, compared to $114 million or 20.2% of sales in 2008. The 2008 amount includes $0.9 million of restructuring expenses. The decline in profitability was primarily the result of unfavorable currency parity, higher input costs and lower volumes and absorption. These were partially offset by cost recovery and margin improvement efforts.

Fragrances

Fragrance operating profit for the first six months of 2009 was $71 million, or 12.0% of sales, compared to $103 million or 15.4% during 2008. The 2008 amount includes $2 million of restructuring expenses compared to $5 million during 2009. The decline in profit was driven by significantly lower volumes in Fine Fragrances and Ingredients, higher input costs and unfavorable mix partially offset by pricing, margin recovery efforts and lower overhead expenses.

Global Expenses

Global expenses represent corporate and headquarters-related expenses which include legal, finance, human resources and other administrative expenses that are not allocated to an individual business unit. In 2009, Global expenses for the first six months were $17 million compared to $20 million during the 2008 period. The 2009 period included $1 million of employee separation costs. The 2008 period included approximately $3 million of restructuring charges and $3 million of employee separation costs, partially offset by a $3 million insurance recovery related to prior period product liability claim. Excluding these items, the improvement is attributable to cost control and reduced incentive compensation expense.

Financial Condition

Cash and cash equivalents totaled $164 million at June 30, 2009 compared to $178 million at December 31, 2008. Working capital was $779 million at June 30, 2009 compared to the $710 million at December 31, 2008. Additions to property, plant and equipment for the six-month period ended June 30, 2009 totaled $19 million. Gross additions to property, plant and equipment are expected to approximate $70 million for the full year 2009.

Operating cash flows in 2009 were an inflow of $88 million versus $79 million in the prior year period. The improvement in operating cash flows was led by the reduction of our inventories, which was driven by our internal process improvement initiatives. The inventory reduction was partially offset by lower other payables and long-term liabilities. Operating cash flows in 2008 benefited from the receipt of $18 million on termination of an interest rate swap.

At June 30, 2009, we had $1,214 million of debt outstanding comparable to $1,216 million outstanding at June 30, 2008.

In February 2009, we closed out the $300 million USD London InterBank Offer Rate (LIBOR) to European InterBank Offer Rate (EURIBOR) interest rate swap for $16 million, of which a $12 million loss was deferred in AOCI where it will remain until the Euro net investment is divested and $4 million was included currently in earnings as a component of interest expense.

In January 2009, April 2009 and July 2009 we funded a quarterly cash dividend of $0.25 per share to shareholders, a 9% increase from the prior year quarterly dividend payment.

During the six months ended June 30, 2009, we repurchased 75,000 shares on the open market at a cost of $2 million or $26.22 per share. In the comparable period ended June 30, 2008, we repurchased approximately 700,000 shares at a cost of $30 million on the open market.

We continue to generate strong operating cash flows and our revolving credit facility (the “Facility”) remains in place. As of June 30, 2009, the drawdown capacity on the multi-year revolver is approximately $300 million. Cash flows from operations and availability under our existing credit facilities are expected to be sufficient to fund our currently anticipated normal capital spending and other expected cash requirements for at least the next eighteen months.

The Facility and 2008 Japanese Yen loan contain the most restrictive covenants requiring us to maintain, at the end of each fiscal quarter, a ratio of net debt for borrowed money to adjusted EBITDA in respect of the previous 12-month period of not more than 3.25 to 1. At June 30, 2009, we were in compliance with all financial and other covenants. At June 30, 2009 our Net Debt/ adjusted EBITDA⁽¹⁾ was 2.51 to 1 as defined by the debt agreements.

Failure to comply with the financial and other covenants under these agreements would constitute default and would allow the lenders to accelerate the maturity of all indebtedness under the related agreement. If such acceleration were to occur, we would not have sufficient liquidity available to repay the indebtedness. We would likely have to seek amendments under the agreements for relief from the financial covenants or repay the debt with proceeds from the issuance of new debt or equity, and/or asset sales, if necessary. We may be unable to amend the agreements or raise sufficient capital to repay such obligations in the event the maturities are accelerated.


(1)		Adjusted EBITDA and Net Debt, which are non-GAAP measures used for these covenants, are calculated in accordance with the definition in the debt agreements. In this context, these measures are used solely to provide information on the extent to which we are in compliance with debt covenants and may not be comparable to adjusted EBITDA and Net Debt used by other companies. Reconciliations of adjusted EBITDA to net income and net debt to total debt are as follows:


	12 Months Ended June 30,
(In Millions)	2009		2008
*Net Income*	$	202.0	$	228.9
*Interest expense*		71.0		61.6
*Income taxes*		43.9		77.8
*Depreciation*		68.1		74.1
*Amortization*		6.2		8.9
*Specified items*		21.1		11.9

*Adjusted EBITDA*	$	412.3	$	463.2


	June 30,
(In Millions)	2009		2008
*Total Debt*	$	1,214.3	$	1,216.4
*FAS 133 Fair Value Adjustment*		15.9		17.9
*Cash and Cash Equivalents*		163.8		119.5

*Net Debt*	$	1,034.6	$	1,079.0

Cautionary Statement Under the Private Securities Litigation Reform Act of 1995

Statements in this Quarterly Report, which are not historical facts or information, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “outlook”, “guidance”, “may” and similar terms or variations thereof. All information concerning future revenues, tax rates or benefits, interest and other savings, earnings and other future financial results or financial position, constitutes forward-looking information. Such forward-looking statements involve significant risks, uncertainties and other factors. Actual results of the Company may differ materially from any future results expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions in the Company’s markets, especially given the current disruption in global economic conditions, including economic and recessionary pressures; energy and commodity prices; decline in consumer confidence and spending; significant fluctuations in the value of the U.S. dollar; population health and political uncertainties, and the difficulty in projecting the short and long-term effects of global economic conditions; rising interest rates; continued volatility and deterioration of the capital and credit markets, including continued disruption in the commercial paper market, and any adverse impact on our cost of and access to capital and credit; fluctuations in the price, quality and availability of raw materials; the Company’s ability to implement its business strategy, including the achievement of anticipated cost savings, profitability and growth targets; the impact of currency fluctuation or devaluation in the Company’s principal foreign markets, especially given the current disruptions to such currency markets, and the impact on the availability, effectiveness and cost of the Company’s hedging and risk management strategies; the outcome of uncertainties related to litigation; the impact of possible pension funding obligations and increased pension expense on the Company’s cash flow and results of operations; and the effect of legal and regulatory proceedings, as well as restrictions imposed on the Company, its operations or its representatives by U.S. and foreign governments. The Company intends its forward-looking statements to speak only as of the time of such statements and does not undertake or plan to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results.

Any public statements or disclosures by IFF following this report that modify or impact any of the forward-looking statements contained in or accompanying this report will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this report.

Non-GAAP Financial Measures

In certain instances we present financial results excluding the effect of restructuring charges, employee separation costs, the benefit of an insurance recovery and benefits of favorable tax rulings relating to prior years. In addition, in certain instances, we exclude the effects of foreign exchange rate fluctuations when discussing our historical performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. In discussing our historical and expected future results and financial condition, we believe it is meaningful for investors to be made aware of and to be assisted in a better understanding of, on a period-to-period comparative basis, of financial amounts both including and excluding these identified items, as well as the impact of foreign currency exchange rate fluctuations on operating results and financial condition. We believe such additional non-GAAP information provides investors with an overall perspective of the period-to-period performance of our core business. In addition, management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to our core continuing business. A material limitation of these non-GAAP measures is that such measures do not reflect actual GAAP amounts, restructuring costs and employee separation costs include actual cash outlays, an insurance recovery is an actual cash recovery and benefits from favorable tax rulings reflect actual accounting and cash benefits realized. We compensate for such limitations by presenting the accompanying reconciliation to the most directly comparable GAAP measure. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

There are no material changes in market risk from the information provided in the Company’s 2008 Annual Report on Form 10-K.


Item 4.	Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our management, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

We have established controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in our internal control over financial reporting during the quarter ended July 3, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1A.		Risk Factors

There have been no material changes in the risk factors previously disclosed in the Company’s 2008 Annual Report on Form 10-K.


Item 1.		Legal Proceedings

We are subject to various claims and legal actions in the ordinary course of our business. For purposes of reporting these actions, Bush Boake Allen (“BBA”), a wholly-owned subsidiary of IFF, and/or IFF are referred to as the “Company”.

In September 2001, the Company was named as a defendant in a purported class action brought against it in the Circuit Court of Jasper County, Missouri, on behalf of employees of a plant owned and operated by Gilster-Mary Lee Corp. in Jasper, Missouri (“Benavides case”). The plaintiffs alleged that they sustained respiratory injuries in the workplace due to the use by Gilster-Mary Lee of a BBA and/or IFF flavor.

In January 2004, the Court ruled that class action status was not warranted. As a result of this decision, each of the 47 plaintiff cases was to be tried separately. Subsequently, 8 cases were tried to a verdict, 4 verdicts resulted for the plaintiffs and 4 verdicts resulted for the Company, all of which were appealed by the losing party. Subsequently all plaintiff cases related to the Benavides case, including those on appeal, were settled.

Fifteen actions based on similar claims of alleged respiratory illness due to workplace exposure to flavor ingredients are currently pending against the Company and other flavor suppliers and related companies.

In July 2004, the Company and another flavor supplier were named defendants, and subsequently 14 third and fourth party defendants were added, in a lawsuit by 5 former workers (and 3 spouses for loss of consortium) at a Ridgeway, Illinois factory in an action brought in the Circuit Court for the Second Judicial Circuit, Gallatin County, Illinois (Batteese case). In August 2005, the Company and 16 other companies were named defendants in a lawsuit by 2 former employees of the Gilster-Mary Lee facility in McBride, Missouri in the Missouri Circuit Court, 32nd Judicial Circuit (Fults case). In August 2006, the Company and 3 other flavor and chemical suppliers were named defendants in a lawsuit by 34 current and former employees and/or a neighbor of the Gilster-Mary Lee facility in Jasper, Missouri in the Missouri Circuit Court of Jasper County (Arles case) and 5 other current and former employees in the same Court (Bowan case).

In January 2007, the Company and another flavor supplier were named defendants in a lawsuit in Hamilton County, Ohio Court of Common Pleas by 99 current and former employees (plus 40 spousal loss of consortium claims) of two separate Marion, Ohio factories (Aldrich case). Three plaintiff cases were settled by confidential agreement in June 2009. In June 2007, the Company and another flavor supplier were named defendants in a lawsuit filed in Hamilton County, Ohio Court of Common Pleas by 28 current and former employees (plus 7 spousal loss of consortium claims) of a Marion, Ohio facility (Arnold case). In July 2007, the Company and another flavor manufacturer were named defendants in a lawsuit filed in Hamilton County, Ohio Court of Common Pleas by 52 current and former workers (plus 18 spousal loss of consortium claims) of two Marion, Ohio facilities (Adamson case). In July 2007, the Company was joined as a defendant in a case filed in June 2005 against 5 companies and a trade association in the 8^th Judicial District Court of Montana by the widow of the former owner/operator of a popcorn business in Montana (Yatsko case).

In March 2008, the Company and another flavor supplier were named defendants in two lawsuits in the Hamilton County, Ohio Court of Common Pleas, one by 10 current and former employees and the spouse of one such employees of a popcorn plant in Marion, Ohio (Ferguson case) and the other by 10 current and former employees and 3 spouses of such employees of the same plant (Brown case). In May 2008, the Company and 8 other companies were named defendants in a lawsuit in the District Court of Colorado by a consumer of microwave popcorn and his spouse (Watson case). In August 2008, the Company and 8 other flavor and material suppliers were named defendants in a lawsuit by 16 plaintiffs (plus 12 loss of consortium claims) in the Hamilton County Court of Common Pleas (Auld case). In September 2008, the Company, three other flavor companies and

three other companies were named defendants in a lawsuit in the U.S. District Court for the Eastern District of Washington by a consumer of microwave popcorn and his spouse ( Newkirk case). In September 2008, the Company, another flavor manufacturer and 2 chemical suppliers were named defendants in a lawsuit by 1 plaintiff in the Missouri Circuit Court of Jasper County ( Meredith case). In October 2008, the Company, 2 other flavor compounders, 2 chemical companies, a microwave popcorn manufacturer and a distributor were named defendants in a lawsuit by a consumer of microwave popcorn and her spouse in the Circuit Court of Jackson County, Missouri ( Khouri case).

The Company believes that all IFF and BBA flavors at issue in these matters meet the requirements of the U.S. Food and Drug Administration and are safe for handling and use by workers in food manufacturing plants when used according to specified safety procedures. These procedures are detailed in instructions that IFF and BBA provided to all their customers for the safe handling and use of their flavors. It is the responsibility of IFF’s customers to ensure that these instructions, which include the use of appropriate engineering controls, such as adequate ventilation, prior handling procedures and respiratory protection for workers, are followed in the workplace.

At each balance sheet date, or more frequently as conditions warrant, the Company reviews the status of each pending claim, as well as its insurance coverage for such claims with due consideration given to potentially applicable deductibles, retentions and reservation of rights under its insurance policies, and the advice of its outside legal counsel and a third party expert in modeling insurance deductible amounts with respect to all of these matters. While the ultimate outcome of any litigation cannot be predicted, management believes that adequate provision has been made with respect to all known claims. Based on information presently available and in light of the merits of its defenses and the availability of insurance, the Company does not expect the outcome of the above cases, singly or in the aggregate, to have a material adverse effect on the Company’s financial condition, results of operation or liquidity. There can be no assurance that future events will not require the Company to increase the amount it has accrued for any matter or accrue for a matter that has not been previously accrued. See Note 13 of the Notes to the Consolidated Financial Statements.

Over the past 20 years, various federal and state authorities and private parties have claimed that the Company is a Potentially Responsible Party (“PRP”) as a generator of waste materials for alleged pollution at a number of waste sites operated by third parties located principally in New Jersey and have sought to recover costs incurred and to be incurred to clean up the sites.

The Company has been identified as a PRP at ten facilities operated by third parties at which investigation and/or remediation activities may be ongoing. The Company analyzes its liability on a regular basis. The Company accrues for environmental liabilities when they are probable and estimable. The Company estimates its share of the total future cost for these sites to be less than $5 million.

While joint and several liability is authorized under federal and state environmental laws, the Company believes the amounts it has paid and anticipates paying in the future for clean-up costs and damages at all sites are not and will not be material to the Company’s financial condition, results of operations or liquidity. This conclusion is based upon, among other things, the involvement of other PRPs at most sites, the status of proceedings, including various settlement agreements and consent decrees, the extended time period over which payments will likely be made and an agreement reached in July 1994 with three of the Company’s liability insurers pursuant to which 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 2.		Unregistered Sales of Equity Securities and Use of Proceeds — (c) Issuer Purchases of Equity Securities

The following table presents the total number of shares purchased during the second quarter of 2009, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, and the approximate dollar value of shares that still could have been purchased for the quarter ended June 30, 2009:



	Total				Total Number of		Approximate Dollar
	Number of				Shares Purchased		Value of Shares that
	Shares		Average		as Part of Publicly		may yet be
	Purchased		Price Paid		Announced		purchased under the
	(1)		per Share		Program (1)		Program (1)
April 1 – 30, 2009		—		—		—	$	266,765,771
May 1 – 31, 2009		—		—		—	$	266,765,771
June 1 – 30, 2009		—		—		—	$	266,765,771
Total shares purchased		—		—		—


(1)		“Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program” reflects our $750 million share repurchase program less the $450 million purchased under the previously announced accelerated share repurchase (“ASR”) program and any open market purchases made under the program. The July 2007 repurchase program is also subject to a 15% limitation, under which we still have the ability to repurchase approximately 2 million shares. There is no stated expiration for the July 2007 share repurchase program.


Item 4.		Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders during the Company’s annual meeting of shareholders held on April 28, 2009:


							Broker Non-
	For		Against		Abstain		Votes
1) Election of Directors
Margaret Hayes Adame		66,620,977		2,059,907		51,789		n/a
Robert M. Amen		66,922,427		1,757,224		53,022		n/a
Marcello Bottoli		66,641,337		2,045,739		45,597		n/a
Linda B. Buck		66,967,340		1,725,998		39,335		n/a
J. Michael Cook		63,575,729		5,108,856		48,358		n/a
Peter A. Georgescu		67,647,067		1,033,868		51,738		n/a
Alexandra A. Herzan		66,696,394		1,786,929		249,350		n/a
Henry W. Howell, Jr.		66,903,276		1,787,577		41,820		n/a
Katherine M. Hudson		67,920,375		1,370,720		71,578		n/a
Arthur C. Martinez		66,154,289		2,526,306		52,078		n/a
Burton M. Tansky		67,357,648		1,339,471		35,554		n/a
Douglas D. Tough		67,648,848		1,004,504		79,321		n/a
2) Ratification of PricewaterhouseCoopers LLP as independent accountants		66,999,979		1,659,448		73,246		n/a


Item 6.		Exhibits


10.1		Form of International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan Purchased Restricted Stock Agreement.

10.2		Form of International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan Restricted Stock Units Agreement.

10.3		Compensation arrangements of Kevin Berryman, effective as of May 15, 2009, incorporated by reference to the Company’s Report on Form 8-K filed on April 16, 2009.

10.4		Compensation arrangements of Richard A. O’Leary, effective as of April 28, 2009, incorporated by reference to the Company’s Report on Form 8-K filed on May 1, 2009.

31.1		Certification of Robert M. Amen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Kevin C. Berryman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Robert M. Amen and Kevin C. Berryman pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERNATIONAL FLAVORS & FRAGRANCES INC.



Dated: August 5, 2009	By:	/s/ Kevin C. Berryman
		Kevin C. Berryman, Executive Vice President and
		Chief Financial Officer


Dated: August 5, 2009	By:	/s/ Dennis M. Meany
		Dennis M. Meany, Senior Vice President,
		General Counsel and Secretary

EXHIBIT INDEX


Number		Description

10.1		Form of International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan Purchased Restricted Stock Agreement.

10.2		Form of International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan Restricted Stock Units Agreement.

10.3		Compensation arrangements of Kevin Berryman, effective as of May 15, 2009, incorporated by reference to the Company’s Report on Form 8-K filed on April 16, 2009.

10.4		Compensation arrangements of Richard A. O’Leary, effective as of April 28, 2009, incorporated by reference to the Company’s Report on Form 8-K filed on May 1, 2009.

31.1		Certification of Robert M. Amen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Kevin C. Berryman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Robert M. Amen and Kevin C. Berryman pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.

exv10w1

Exhibit 10.1

INTERNATIONAL FLAVORS & FRAGRANCES INC.

2000 Stock Award and Incentive Plan,
as amended and restated December 31, 2007 (the “Plan”)

Purchased Restricted Stock Agreement

This Purchased Restricted Stock Agreement (the “Agreement”) confirms the grant on , 20 ___ (the “Grant Date”) by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the “Company”), to (“Employee”), for the purpose set forth in Section 1 of the Plan, of an Award of Restricted Stock (the “Restricted Stock”), as follows:


		Restricted Stock granted:		Shares

		Purchase Price per Share:		$ per Share, being 50% of fair market value on the Grant Date

		Aggregate Purchase Price:		$ (equal to the number of Shares granted times the Purchase Price per Share); the Company acknowledges receipt, as of the Grant Date, of the Purchase Price from Employee (check whichever is applicable) [ ] in cash or [ ] by the tender and delivery of shares of the Company’s Common Stock previously acquired by Employee

		Restricted Stock Vests:		As to 100% of the Restricted Stock on , 20 (the “Stated Vesting Date”), except that different vesting provisions may apply upon certain events specified in Section 3 or 5 hereof

The Restricted Stock is an award of shares of the Company’s Common Stock (the “Common Stock”) granted under Section 6(d) of the Plan, and is subject to the risk of forfeiture and other restrictions specified in the Plan and this Agreement, including the Terms and Conditions of Purchased Restricted Stock attached hereto. The number and kind of shares of Restricted Stock and other terms of the Restricted Stock are subject to adjustment in accordance with Section 4 hereof and Section 11(c) of the Plan.

Employee acknowledges and agrees that (i) the Restricted Stock is nontransferable, (ii) the Restricted Stock, and certain amounts of gain realized upon vesting and delivery of the Shares, is subject to forfeiture in the event Employee fails to meet applicable requirements relating to non-competition, confidentiality, non-solicitation of customers, suppliers, business associates, employees and service providers, non-disparagement and cooperation in litigation with respect to the Company and its subsidiaries and affiliates, and financial reporting, as set forth in Section 7 hereof and Section 10 of the Plan, (iii) the Restricted Stock is subject to forfeiture in the event of Employee’s Termination of Employment in certain circumstances prior to vesting, as specified in Section 3 hereof, (iv) sales of shares delivered upon vesting of the Restricted Stock will be subject to the Company’s policies regulating trading by employees and (v) a copy of the Plan and related prospectus have previously been delivered to Employee, are being delivered to Employee or are available as specified in Section 1 hereof. In addition, and without limiting the foregoing, Employee consents, acknowledges and agrees that, as a condition to the grant of Restricted Stock hereunder, Section 10(d) of the Plan, which relates to forfeitures of Awards (as defined in the Plan) in the event of financial reporting misconduct, will apply to the Restricted Stock granted hereunder as well as to any other Awards that may have been granted to Employee prior to the Grant Date set forth above.

IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this Agreement to be executed by its officer thereunto duly authorized, and Employee has duly executed this Agreement, by which each has agreed to the terms of this Agreement.


Employee	INTERNATIONAL FLAVORS & FRAGRANCES INC.

	By:
Name		Dennis M. Meany
		Senior Vice President, General Counsel
		and Secretary

TERMS AND CONDITIONS OF PURCHASED RESTRICTED STOCK

The following Terms and Conditions apply to the Restricted Stock granted to Employee by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the “Company”), as specified in the Purchased Restricted Stock Agreement (of which these Terms and Conditions form a part). Certain terms of the Restricted Stock, including the number of Shares granted, Purchase Price per Share and vesting date, are set forth on the preceding pages.

1. General. The Restricted Stock is granted to Employee under the Company’s 2000 Stock Award and Incentive Plan (the “Plan”), a copy of which is available for review, along with other documents constituting the “prospectus” for the Plan, on the Company’s intranet site at One IFF/Corporate/Law Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of the Restricted Stock, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Company’s Compensation Committee (the “Committee”) made from time to time, provided that no such Plan amendment, rule or regulation or Committee decision or determination shall materially and adversely affect the rights of the Employee with respect to outstanding Restricted Stock without the consent of Employee.

2. Nontransferability. Until such time as the Restricted Stock has become vested in accordance with the terms of this Agreement, Employee may not transfer Restricted Stock or any rights hereunder to any third party other than by will or the laws of descent and distribution. This restriction on transfer precludes any sale, assignment, pledge, or other encumbrance or disposition of the shares of Restricted Stock (except for forfeitures to the Company).

3. Termination Provisions. The following provisions will govern the vesting and forfeiture of the Restricted Stock in the event of Employee’s Termination of Employment (as defined below), provided that the Committee retains its powers to accelerate vesting or modify these terms subject to the consent of Employee in the case of a modification materially adverse to Employee:

(a) Voluntary Resignation and Termination by the Company for Cause. In the event of Employee’s Termination of Employment due to his or her voluntarily resignation (other than a Normal or Early Retirement governed by clause (b) or (c) below) or Termination of Employment by the Company for Cause (as defined below), all unvested Restricted Stock will be immediately forfeited.

(b) Disability or Normal Retirement. In the event of Employee’s Termination of Employment due to Disability (as defined below) or Normal Retirement (as defined below), Employee’s unvested Restricted Stock will not be forfeited, but will remain outstanding and will become vested at the applicable date under this Agreement as though Employee had not had such a Termination of Employment; provided that Employee shall forfeit the unvested Restricted Stock if during the period following Termination of Employment up to the date of vesting Employee engages in activity that results in a Forfeiture Event set forth in Section 10 of the Plan. Employee acknowledges that the Committee has relied on the discretion granted to it under Section 10(d) of the Plan in requiring forfeiture upon occurrence of a Forfeiture Event during the applicable post-Termination period.

(c) Termination by the Company Not for Cause or Early Retirement. In the event of Employee’s Termination of Employment by the Company not for Cause or Employee’s Early Retirement, the following rules apply:

•

A pro rata portion of Employee’s then unvested Restricted Stock will not be forfeited, but will remain outstanding and will become vested at the applicable date under this Agreement as though Employee had not had such a Termination of Employment. This pro rata portion will be determined by multiplying the number of unvested Shares of Restricted Stock by a fraction the numerator of which is the number of days from the Grant Date to the date of Employee’s Termination of Employment and the denominator of which is 1,095; provided that Employee shall forfeit the unvested Restricted Stock if during the period following Termination of Employment up to the date of vesting Employee engages in activity that results in a Forfeiture Event set forth in Section 10 of the Plan.

			Employee acknowledges that the Committee has relied on the discretion granted to it under Section 10(d) of the Plan in requiring forfeiture upon occurrence of a Forfeiture Event during the applicable post-Termination period.

	•		Employee’s Shares of Restricted Stock that had not become vested before such Termination of Employment and which are not included in the pro rata portion subject to continued vesting will be immediately forfeited.

(d) Death. In the event of Employee’s Termination of Employment due to death or the death of Employee following Termination but prior to vesting of Restricted Stock not otherwise forfeited hereunder, Employee’s unvested Restricted Stock will not be forfeited but will become immediately vested.

(e) Certain Definitions. The following definitions apply for purposes of this Agreement:

(i) “Cause” has the meaning as defined in the Company’s Executive Separation Policy or any successor policy thereto, as in effect at the time of Employee’s Termination of Employment.

(ii) “Disability” means a disability entitling Employee to long-term disability benefits under the Company’s long-term disability policy as in effect at the date of Employee’s termination of employment, upon written evidence of such permanent disability from a medical doctor in a form satisfactory to the Company.

(iii) “Early Retirement” means Termination of Employment by either the Company or Employee after Employee has attained age 55 and before he or she has attained age 62 if at the time of Termination Employee has ten or more years in the employ of the Company and/or its subsidiaries.

(iv) “Normal Retirement” means Termination of Employment by either the Company or Employee after Employee has attained age 62.

(v) “Termination of Employment” means the event by which Employee ceases to be employed by the Company or any subsidiary of the Company and, immediately thereafter, is not employed by or providing substantial services to any of the Company or a subsidiary of the Company. If Employee is granted a leave of absence for military or governmental service or other purposes approved by the Board, he or she shall be considered as continuing in the employ of the Company, or of a subsidiary of the Company, for the purpose of this subsection, while on such authorized leave of absence.

4. Dividends and Distributions and Adjustments.

(a) Dividends and Distributions. Employee shall be entitled to receive with respect to the Restricted Stock all dividends and distributions payable on Common Stock (including for this purpose any forward stock split) if and to the extent that he is the record owner of such Restricted Stock on any record date for such a dividend or distribution and he has not forfeited such Restricted Stock on or before the payment date for such dividend or distribution, subject to the following terms and conditions (except as provided in Section 4(b) below):

	(i)		In the event of a cash dividend or cash distribution on Common Stock other than an extraordinary dividend or distribution with a per-Share value at the payment date exceeding 8% of the then Fair Market Value of a Share, such dividend or distribution shall be paid in cash to Employee and shall be non-forfeitable;

	(ii)		In the event of any non-cash dividend or distribution in the form of property other than Common Stock payable on Common Stock, such as shares of a subsidiary of the Company distributed in a spin-off, the Company shall retain in its custody the property so distributed in respect of Employee’s Restricted Stock, which property thereafter will become vested if and to the same extent as the original Restricted Stock with respect to which the property was distributed becomes vested and, to the greatest extent practicable, shall be subject to all other terms and conditions as applied to the original

			Restricted Stock, including in the event of any dividends or distributions paid in respect of such property or with respect to the placement of any legend on certificate(s) or documents representing such property; provided, however, that any dividend or distribution of rights that expire before the applicable vesting date will be unrestricted and exercisable by Employee in accordance with their terms;

	(iii)		In the event of a dividend or distribution in the form of Common Stock or split-up of shares, the Common Stock issued or delivered as such dividend or distribution or resulting from such split-up will be deemed to be additional Restricted Stock and will become vested if and to the same extent as the original Restricted Stock with respect to which the dividend or distribution was payable becomes vested, and shall be subject to all other terms and conditions as applied to the original Restricted Stock; and

	(iv)		In the event of an extraordinary cash dividend or distribution not payable under clause (i) above, the amount of such cash shall be deemed reinvested in additional Restricted Stock at the Fair Market Value of Shares on the payment date, and the resulting Restricted Stock will become vested if and to the same extent as the original Restricted Stock with respect to which the dividend or distribution was payable becomes vested, and shall be subject to all other terms and conditions as applied to the original Restricted Stock.

(b) Adjustments. The number and kind of shares of Restricted Stock and other terms and conditions of Restricted Stock or otherwise contained in this Agreement, including the Purchase Price per Share (for purposes of Section 6), shall be appropriately adjusted, in order to prevent dilution or enlargement of Employee’s rights hereunder, to reflect any changes in the number of outstanding shares of Common Stock resulting from any event referred to in Section 11(c) of the Plan, taking into account any Restricted Stock or other amounts paid or credited to Employee in connection with such event under Section 4(a) hereof, in the sole discretion of the Committee. In addition, the Committee may vary the treatment of any dividend or distribution as specified under Section 4(a)(ii), (iii) or (iv), in its discretion. The Committee may determine how to treat or settle any fractional share resulting under this Agreement.

5. Change in Control Provisions. The provisions of Section 9(a) of the Plan shall apply to the Restricted Stock, such that vesting of Restricted Stock shall accelerate upon a Change in Control.

6. Refund of Purchase Price Upon Forfeiture. In the event of Employee’s forfeiture of Restricted Stock under Section 3, the Company will repay to Employee, for each Share of Restricted Stock forfeited, as follows:

	(i)		If Employee originally paid the Purchase Price of the Share granted in cash, the Company will pay Employee in cash the lesser of the Purchase Price per Share (subject to any adjustment under Section 4(b)) or 100% of the Fair Market Value of a Share at the date of forfeiture; or

	(ii)		If Employee originally paid the Purchase Price of the Share granted by the tender and delivery of previously acquired shares, the Company will deliver to Employee one-half Share; provided, however, that, if so determined by the Committee at any time prior to payment of such refund, if the Fair Market Value of one-half Share at the date of forfeiture exceeds the original Purchase Price per Share (subject to any adjustment under Section 4(b)) of the forfeited Share, the Company will instead deliver to Employee the fraction of a Share (less than one-half) having a Fair Market Value at the date of forfeiture equal to such Purchase Price per Share. In all cases, cash will be paid in lieu of any fractional Share remaining after the full applicable refund for all forfeited Restricted Stock has been paid by delivery of whole Shares.

In the case of any forfeiture under Section 7, a refund will be paid calculated as the greater of the amount determined under this Section 6 or the amount, if any, payable under Sections 10 and 11(i) of the Plan. Any refund shall be paid within 45 days after the forfeiture date.

7. Additional Forfeiture Provisions. Employee agrees that, by signing this Agreement and accepting the grant of the Restricted Stock, the forfeiture conditions set forth in Section 10 of the Plan shall apply to the Restricted Stock and to gains realized upon the vesting of the Restricted Stock.

8. Other Terms of Restricted Stock.

(a) Voting and Other Shareholder Rights. Employee shall be entitled to vote Restricted Stock on any matter submitted to a vote of holders of Common Stock, and shall have all other rights of a shareholder of the Company except as expressly limited by this Agreement.

(b) Employee Representations and Warranties Upon Vesting. As a condition to the vesting of Restricted Stock, the Company may require Employee to make any representation or warranty to the Company as may be required under any applicable law or regulation, and to make a representation and warranty that no Forfeiture Event has occurred or is contemplated within the meaning of Section 10 of the Plan.

(c) Certificates/DRS. Restricted Stock shall be evidenced by issuance of one or more certificates or in certificate-less form under the Direct Registration System (“DRS”) established by the Company, in the name of Employee, bearing an appropriate legend referring to the terms, conditions, and restrictions applicable hereunder, and shall remain in the physical custody of the General Counsel of the Company or his designee until such time as such Shares of Restricted Stock have been vested and the restrictions hereunder have therefore lapsed. In addition, Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the General Counsel of the Company shall deem advisable under federal or state securities laws, rules and regulations thereunder, and the rules of the New York Stock Exchange, or to implement the terms, conditions and restrictions hereunder, and the General Counsel may cause a legend or legends to be placed on any such certificates or DRS accounts to make appropriate reference to the terms, conditions and restrictions hereunder.

(d) Stock Powers. Employee agrees to execute and deliver to the Company one or more stock powers, in such form as may be specified by the General Counsel, authorizing the transfer of the Restricted Stock to the Company, upon the request of the Company.

(e) Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the time of settlement the Company will withhold from any Shares deliverable to Employee, in accordance with Section 11(d) of the Plan, the number of shares having a value nearest to, but not exceeding, the amount of income taxes, employment taxes or other withholding amounts required to be withheld under applicable local laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Employee will be responsible for any taxes relating to the Restricted Stock not satisfied by means of such mandatory withholding.

(f) Employee Consent. By signing this Agreement, Employee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 8(f). Employee is not obliged to consent to such collection, use, processing and transfer of personal data; however, failure to provide the consent may affect Employee’s ability to participate in the Plan. The Company and its subsidiaries hold, for the purpose of managing and administering the Plan, certain personal information about Employee, including Employee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, and details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in Employee’s favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Employee’s participation in the Plan and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Employee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Employee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on Employee’s behalf to a broker or other third party with whom Employee may elect to deposit any shares acquired pursuant to the Plan. Employee may, at any time, review Data, require any necessary amendments to it or withdraw the

consents herein in writing by contacting the Company; however, withdrawing consent may affect Employee’s ability to participate in the Plan.

(g) Voluntary Participation. Employee’s participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation. As such, the Restricted Stock is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Rather, the awarding of Restricted Stock to Employee under the Plan represents a mere investment opportunity.

(h) Consent to Electronic Delivery. EMPLOYEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE “PLAN DOCUMENTS”). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE’S REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENT CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER NETWORK. EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADDRESS SPECIFIED IN SECTION 9(e) HEREOF. EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE TERMINATION OF EMPLOYEE’S PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS SPECIFIED IN SECTION 9(e) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. EMPLOYEE ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

9. Miscellaneous.

(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Restricted Stock, and supersedes any prior agreements or documents with respect thereto. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Restricted Stock shall be valid unless expressed in a written instrument executed by Employee.

(b) No Promise of Employment. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation. Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time, provided, however that any outstanding Restricted Stock shall not be materially and adversely affected. The grant of Restricted Stock under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of restricted stock or other equity awards or benefits in lieu of equity awards in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of Shares and vesting provisions.

(d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING CONTRACTS) OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. The Restricted Stock and the granting thereof are subject to the Employee’s compliance with the applicable law of the jurisdiction of Employee’s employment.

(e) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at 521 West 57^th Street, New York, NY 10019, attention: Corporate Secretary, and any notice to the Employee shall be addressed to the Employee at Employee’s address as then appearing in the records of the Company.

exv10w2

Exhibit 10.2

INTERNATIONAL FLAVORS & FRAGRANCES INC.

2000 Stock Award and Incentive Plan,
as amended and restated effective as of December 31, 2007

U.S. Restricted Stock Units Agreement

This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on , 20___ (the “Grant Date”) by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the “Company”), to (“Employee”) of Restricted Stock Units (the “Units”), as follows:

Number granted: Units

Units vest: 20% of the Units will vest on , 20___, and an additional 20% of the Units will vest on each anniversary thereof in 20___, 20___, 20___, and 20___(each of those five dates being a “Stated Vesting Date”), if such Units have not previously been forfeited. In addition, the Units, if not previously forfeited, will become immediately vested upon a Change in Control or upon the occurrence of certain events relating to termination of employment in accordance with Section 4 hereof. The Units scheduled to vest on a given Stated Vesting Date are referred to as a “Tranche” (so, for example, the Units scheduled to vest on , 20___are the “20___Tranche”).

Settlement: Units granted hereunder will be settled by delivery of one share of the Company’s Common Stock, par value $.12-1/2 per share, for each Unit being settled. Such settlement shall occur promptly on or following the vesting (the lapse of the risk of forfeiture) of each Unit as specified above, subject to Section 6. Any reference in this Agreement to settlement “promptly” following a vesting date requires that shares be delivered no more than 60 days after the settlement date. The foregoing notwithstanding, settlement shall be deferred in certain cases if so elected by Employee by filling out the following section, executing the Agreement and returning it to the Company by , 20___or as otherwise provided under Section 6 hereof:

Check Only One:

Note: You may elect to defer any Tranche or combination of Tranches. If a given Tranche is not deferred. the Units in that Tranche will be settled promptly following the date of vesting (this includes any date following Termination of Employment deemed to result from continued vesting under Section 4(b) or (c))

For the following Tranche(s) (fill in vesting years of Tranches being deferred, and fill out one but not both of the following):

			I hereby elect to defer the settlement of the indicated Units until the first business day of the year (date must be after the Stated Vesting Date of any affected Tranche).*

			I hereby elect to defer the settlement of the indicated Units until my Termination of Employment for any reason, including Retirement, at which time settlement will occur promptly but subject to the six-month delay rule of Section 6(b), if applicable.**

For the following Tranche(s) (fill in vesting years of Tranches being deferred, and fill out one but not both of the following):

I hereby elect to defer the settlement of the indicated Units until the first business day of the year (date must be after the Stated Vesting Date of any affected Tranche).*

I hereby elect to defer the settlement of the indicated Units until my Termination of Employment for any reason, including Retirement, at which time settlement will occur promptly but subject to the six-month delay rule of Section 6(b), if applicable.**

For the following Tranche(s) (fill in vesting years of Tranches being deferred, and fill out one but not both of the following):

			I hereby elect to defer the settlement of the indicated Units until the first business day of the year (date must be after the Stated Vesting Date of any affected Tranche)*.

			I hereby elect to defer the settlement of the indicated Units until my Termination of Employment for any reason, including Retirement, at which time settlement will occur promptly but subject to the six-month delay rule of Section 6(b), if applicable.**


*		Subject to accelerated settlement of the deferred Units in the event of a Change in Control (subject to Section 6) and accelerated settlement of previously vested Units in the event of Employee’s Termination of Employment for any reason, including Normal or Early Retirement, after the Stated Vesting Date, at which time settlement will occur promptly but subject to the six-month delay rule of Section 6(b), if applicable.

**		Subject to accelerated settlement of the deferred Units in the event of a Change in Control (subject to Section 6).

		(Note: Attach additional copies of this page with further elections, if more than three different elections for specific Tranches are desired.)

If I have elected to defer the settlement of my Units, I acknowledge and agree that, if the Company declares and pays a dividend of any kind on the Company’s Common Stock, amounts equivalent to such dividends will be paid on any vested Units after the Stated Vesting Date, even if such Units have not been settled, and that such dividend equivalents will be treated as compensation to me.

* * * * * *

The Units are granted under Section 6(e) of the 2000 Stock Award and Incentive Plan, as amended and restated effective as of December 31, 2007(the “Plan”), and are subject to the terms and conditions of the Plan and this Agreement, including the Terms and Conditions of Restricted Stock Units attached hereto. The number of Units and the kind of shares deliverable in settlement of Units are subject to adjustment in accordance with Section 5 hereof and Section 11(c) of the Plan.

Employee acknowledges and agrees that (i) Units are nontransferable, except as provided in Section 3 hereof and Section 11(b) of the Plan, (ii) Units, and certain amounts of gain realized upon settlement of Units, are subject to forfeiture in the event Employee fails to meet applicable requirements relating to non-competition, confidentiality, non-solicitation of customers, suppliers, business associates, employees and service providers, non-disparagement and cooperation in litigation with respect to the Company and its subsidiaries and affiliates, and financial reporting, as set forth in Section 7 hereof and Section 10 of the Plan, (iii) Units are subject to forfeiture in the event of Employee’s Termination of Employment in certain circumstances prior to vesting, as specified in Section 4 hereof, (iv) sales of shares delivered in settlement of Units will be subject to the Company’s policies regulating trading by employees and (v) a copy of the Plan and related prospectus have previously been delivered to Employee, are being delivered to Employee or are available as specified in Section 1 hereof. In addition, and without limiting the foregoing, Employee consents, acknowledges and agrees that, as a condition to the grant of Units hereunder, Section 10(d) of the Plan, which relates to forfeitures of Awards (as defined in the Plan)

in the event of financial reporting misconduct, will apply to the Units granted hereunder as well as to any other Awards that may have been granted to Employee prior to the Grant Date set forth above.

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

The following Terms and Conditions apply to the Units granted to Employee by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the “Company”), as specified in the U.S. Restricted Stock Units Agreement (of which these Terms and Conditions form a part). Certain terms of the Units, including the number of Units granted, vesting date(s) and settlement date, are set forth on the preceding pages.

1. General. The Units are granted to Employee under the Company’s 2000 Stock Award and Incentive Plan (the “Plan”), a copy of which is available for review, along with other documents constituting the “prospectus” for the Plan, on the Company’s intranet site at One IFF/Corporate/Law Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of the Units, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Company’s Compensation Committee (the “Committee”) made from time to time, provided that no such Plan amendment, rule or regulation or Committee decision or determination shall materially and adversely affect the rights of the Employee with respect to outstanding Units.

2. Account for Employee. The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of Units then credited to Employee hereunder as a result of such grant of Units.

3. Nontransferability. Until Units become settleable in accordance with the terms of this Agreement, Employee may not transfer Units or any rights hereunder to any third party other than by will or the applicable laws of descent and distribution, except for transfers to a Beneficiary upon death of Employee or otherwise if and to the extent permitted by the Company and subject to the conditions under Section 11(b) of the Plan.

4. Termination Provisions. The following provisions will govern the vesting and forfeiture of the Units in the event of Employee’s Termination of Employment (as defined below), provided that the Committee retains its powers to accelerate vesting or modify these terms, subject to the consent of Employee in the case of a modification materially adverse to Employee and subject to Section 6(b) hereof:

(a) Voluntary Resignation and Termination by the Company for Cause. In the event of Employee’s Termination of Employment due to his or her voluntary resignation (other than a Normal or Early Retirement governed by clause (b) or (c) below) or Termination of Employment by the Company for Cause (as defined below), all unvested Units will be immediately forfeited, and the portion of the then-outstanding Units that is vested and non-forfeitable at the date of Termination will be settled promptly following such Termination, subject to the six-month delay rule in Section 6(b) if applicable.

(b) Disability or Normal Retirement. In the event of Employee’s Termination of Employment due to Disability (as defined below) or Normal Retirement (as defined below), Employee’s unvested Units will not be forfeited, but will remain outstanding and will become vested at the applicable date under this Agreement as though Employee had not had such a Termination of Employment; provided that Employee shall forfeit the unvested Units if before the date of vesting Employee engages in an activity that results in a Forfeiture Event set forth in Section 10 of the Plan. Upon vesting, such Units will be settled promptly. Units vested prior to such Termination will be settled promptly following such Termination, subject to the six-month delay rule in Section 6(b) if applicable.

Employee acknowledges that the Committee has relied on the discretion granted to it under Section 10(e) of the Plan in requiring forfeiture upon occurrence of a Forfeiture Event during the applicable post-Termination period.

	•		A pro rata portion of Employee’s then unvested Units will not be forfeited, but will remain outstanding and will become vested at the applicable date under this Agreement as though Employee had not had such a Termination of Employment. This pro rata portion will be determined by multiplying the number of Units in the Tranche scheduled to vest at the next Stated Vesting Date by a fraction the numerator of which is the number of days from the latest Stated Vesting Date that has already occurred to the date of Employee’s Termination of Employment and the denominator of which is 365; provided that Employee shall forfeit such unvested Units if before the date of vesting Employee engages in activity that results in a Forfeiture Event set forth in Section 10 of the Plan. Employee acknowledges that the Committee has relied on the discretion granted to it under Section 10(e) of the Plan in requiring forfeiture upon occurrence of a Forfeiture Event during the applicable post-Termination period.

	•		Employee’s Units that had not become vested before such Termination of Employment and which are not included in the pro rata portion subject to continued vesting will be immediately forfeited.

	•		Upon vesting of the Units included in the pro rata portion subject to continued vesting, such Units will be settled promptly as provided herein.

	•		Units vested prior to such Termination will be settled promptly after such Termination, subject to the six-month delay rule in Section 6(b) if applicable.

(d) Death. In the event of Employee’s Termination of Employment due to death or the death of Employee following Termination (including death after Termination but prior to vesting of Units not otherwise forfeited hereunder), Employee’s unvested Units will not be forfeited but will become immediately vested, and such Units and any Units vested prior to death will be settled promptly as provided herein.

(e) Certain Definitions. The following definitions apply for purposes of this Agreement:

	(i)		“Cause” has the meaning as defined in the Company’s Executive Separation Policy or any successor policy thereto, as in effect at the time of Employee’s Termination of Employment.

	(ii)		“Disability” means a disability entitling Employee to long-term disability benefits under the Company’s long-term disability policy as in effect at the date of Employee’s termination of employment, upon written evidence of such total disability from a medical doctor in a form satisfactory to the Company.

	(iii)		“Early Retirement” means Termination of Employment by either the Company or Employee after Employee has attained age 55 and before he or she has attained age 62 if at the time of Termination Employee has ten or more years in the employ of the Company and/or its subsidiaries.

	(iv)		“Normal Retirement” means Termination of Employment by either the Company or Employee after Employee has attained age 62.

	(v)		“Termination of Employment” means the event by which Employee ceases to be

employed by the Company or any subsidiary of the Company and, immediately thereafter, is not employed by or providing substantial services to any of the Company or a subsidiary of the Company (subject to Section 6(b)). If Employee is granted a leave of absence for military or governmental service or other purposes approved by the Board, he or she shall be considered as continuing in the employ of the Company, or of a subsidiary of the Company, for the purpose of this subsection, while on such authorized leave of absence.

5. Dividends and Adjustments.

(a) Dividends. No dividends or dividend equivalents will be credited or paid on any unvested Units. Units that, at the relevant dividend record date that occurs before the issuance of shares in settlement of Units, previously have been vested (i.e., Units deferred as to settlement under Section 6), shall be entitled to payments or credits equivalent to dividends that would have been paid if the Units had been outstanding shares at such record date. The form and timing of such payments will be in the discretion of the Committee.

(b) Adjustments. The number of Units credited to Employee’s Account and/or the property deliverable upon settlement of Units shall be appropriately adjusted, in order to prevent dilution or enlargement of Employee’s rights with respect to Units in connection with, or to reflect any changes in the number and kind of outstanding shares of Common Stock resulting from, any corporate transaction or event referred to in the first sentence of Section 11(c) of the Plan (this provision takes precedence over Section 5(a) in the case of a large and non-recurring cash dividend or any non-cash dividend).

(c) Risk of Forfeiture and Settlement of Units Resulting from Adjustments. Units (and other property deliverable in settlement of Units) which directly or indirectly result from adjustments to a Unit granted hereunder shall be subject to the same risk of forfeiture (including additional forfeiture terms of Section 10 of the Plan) as applies to the granted Unit and will be settled at the same time as the granted Unit.

6. Deferral of Settlement.

(a) Voluntary Deferral. Settlement of any Unit, which otherwise would occur upon the vesting or lapse of the risk of forfeiture of such Unit, will be deferred in certain cases if and to the extent so elected by Employee in accordance with the cover page of this Agreement.

(b) Code Section 409A Compliance. Deferrals, whether elective or mandatory under the terms of this Agreement (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the Internal Revenue Code (the “Code”). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will occur at the date six months after Termination of Employment; (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if there occurs a transaction relating to the Change in Control that constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial

portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v), with the settlement in such case to be triggered by the occurrence of such transaction; and (iii) any rights of Employee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to any penalty under Code Section 409A. In this regard, the Company shall have no retained discretion to accelerate the settlement of the Units beyond that permitted under Code Section 409A without triggering any tax penalty.

7. Additional Forfeiture Provisions. Employee agrees that, by signing this Agreement and accepting the grant of the Units, the forfeiture conditions set forth in Section 10 of the Plan shall apply to all Units hereunder and to gains realized upon the vesting of the Units. For the purpose of the forfeiture conditions set forth in Section 10 of the Plan, gains will be deemed to be realized at the time of vesting for any Units the settlement of which is deferred at the election of Employee.

8. Employee Representations and Warranties Upon Settlement. As a condition to the settlement of the Units, the Company may require Employee to make any representation or warranty to the Company as may be required under any applicable law or regulation, and to make a representation and warranty that no Forfeiture Event has occurred or is contemplated within the meaning of Section 10 of the Plan.

9. Other Terms Relating to Units.

(a) Fractional Units and Shares. The number of Units credited to Employee’s Account shall include fractional Units, if any, calculated to at least three decimal places, unless otherwise determined by the Committee. Unless settlement is effected through a third-party broker or agent that can accommodate fractional shares (without requiring issuance of a fractional share by the Company), upon settlement of the Units Employee shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such Units.

(b) Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the time of settlement the Company will withhold from any shares deliverable in settlement of the Units, in accordance with Section 11(d) of the Plan, the number of shares having a value nearest to, but not exceeding, the amount of income taxes, employment taxes or other withholding amounts required to be withheld under applicable local laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Employee will be responsible for any taxes relating to the Units not satisfied by means of such mandatory withholding.

(c) Statements. An individual statement of each Employee’s Account will be issued to each Employee at such times as may be determined by the Company. Such a statement shall reflect the number of Units credited to Employee’s Account, transactions therein during the period covered by the statement, and other information deemed relevant by the Committee. Such a statement may be combined with or include information regarding other plans and compensatory arrangements for employees. Any statement containing an error shall not, however, represent a binding obligation to the extent of such error.

(d) Employee Consent. By signing this Agreement, Employee voluntarily acknowledges and consents to the collection, use processing and transfer of personal data as described in this Section 9(d). Employee is not obliged to consent to such collection, use, processing and transfer of personal data; however, failure to provide the consent may affect Employee’s ability to participate in the Plan. The Company and its

subsidiaries hold, for the purpose of managing and administering the Plan, certain personal information about Employee, including Employee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, and details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in Employee’s favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Employee’s participation in the Plan and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Employee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Employee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on Employee’s behalf to a broker or other third party with whom Employee may elect to deposit any shares acquired pursuant to the Plan. Employee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect Employee’s ability to participate in the Plan.

(e) Voluntary Participation. Employee’s participation in the Plan is voluntary. The value of the Units is an extraordinary item of compensation. As such, the Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Rather, the awarding of Units to Employee under the Plan represents a mere investment opportunity.

(f) Consent to Electronic Delivery. EMPLOYEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE “PLAN DOCUMENTS”). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE’S REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENT CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER NETWORK. EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADDRESS SPECIFIED IN SECTION 10(e) HEREOF. EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE TERMINATION OF EMPLOYEE’S PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS SPECIFIED IN SECTION 10(e) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE

WITHDRAWAL NOTICE. EMPLOYEE ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

10. Miscellaneous.

(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Units, and supersedes any prior agreements or documents with respect thereto. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Units shall be valid unless expressed in a written instrument executed by Employee.

(b) No Promise of Employment. The Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation. Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time, provided, however that any outstanding Units shall not be materially and adversely affected. The grant of Units under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of restricted stock units or stock options or benefits in lieu of units or stock options in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of units and vesting provisions.

(c) Unfunded Plan. Any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

(d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING CONTRACTS) OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. The Units and the granting thereof are subject to the Employee’s compliance with the applicable law of the jurisdiction of Employee’s employment.

exv31w1

Exhibit 31.1

CERTIFICATION

I, Robert M. Amen, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: August 5, 2009	By:	/s/ Robert M. Amen
	Name:	Robert M. Amen
	Title:	Chairman of the Board and Chief Executive Officer

exv31w2

Exhibit 31.2

CERTIFICATION

I, Kevin C. Berryman, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: August 5, 2009	By:	/s/ Kevin C. Berryman
		Name:	Kevin C. Berryman
		Title:	Executive Vice President and Chief Financial Officer

exv32

Exhibit 32

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc. (the “Company”) for the quarterly period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert M. Amen, as Chief Executive Officer of the Company, and Kevin C. Berryman, as Chief Financial Officer, each hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


By: /s/ Robert M. Amen Name: Robert M. Amen
Title: Chairman of the Board
and Chief Executive Officer

Dated: August 5, 2009

By: /s/ Kevin C. Berryman
Name: Kevin C. Berryman
Title: Executive Vice President and
Chief Financial Officer

Dated: August 5, 2009

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Dennis M. Meany

Senior Vice President, General Counsel and Secretary