8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)        November 2, 2006                                                         

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in Charter)

New York			1-4858			13-1432060
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

521 West 57th Street, New York, New York			10019
(Address of Principal Executive Offices)			(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release of International Flavors & Fragrances Inc. (‘‘IFF’’ or the ‘‘Company’’) dated November 2, 2006 reporting IFF’s financial results for the third quarter and nine months ended September 30, 2006.

Non-GAAP financial measures: To supplement the Company’s financial results presented in accordance with U.S. Generally Accepted Accounting Principles (‘‘GAAP’’), the Company uses, and has included in the attached press release, certain non-GAAP financial measures. These non-GAAP financial measures should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP financial measures as disclosed by the Company may also be calculated differently from similar measures disclosed by other companies. To ease the use and understanding of our supplemental non-GAAP financial measures, the Company includes the most directly comparable GAAP financial measure.

The Company uses the non-GAAP financial measure which excludes restructuring and other charges for preparing financial targets, internal budgets and operating plans, evaluating actual performance against targets and budget, assessing historical performance over reporting periods, assessing management performance and assessing operating performance against other companies. This information has also aided the Company’s management and its Board of Directors in decision-making and allocation of resources. A material limitation of this financial measure is that some or all of such special charges represent actual cash outlays and that such measure does not reflect actual GAAP expense. Management compensates for such limitations by clarifying that this measure is only one operating metric used for internal financial analysis and planning purposes and should not be considered in isolation, and by providing the corresponding GAAP financial measure.

The Company uses the non-GAAP financial measure which excludes the effect of the American Jobs Creation Act of 2004 (AJCA) in evaluating actual performance. Management believes that given the unique nature of this item, including this information without the impact of repatriation in the prior year period is more representative of the Company’s operational performance and may assist investors in evaluating the Company’s period to period financial results, in a manner consistent with how management has evaluated such performance.

The Company also discloses, and management internally monitors, the sales performance of international operations on a basis that eliminates the positive or negative effects that result from translating foreign currency sales into U.S. dollars. Management uses this constant dollar measure because it believes that it enhances the assessment of the sales performance of its international operations and the comparability between reporting periods.

Also attached is a copy of the slides to be presented in the conference call and furnished as Exhibit 99.2 to this Form 8-k.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits

99.1    Press Release of International Flavors & Fragrances Inc., dated November 2, 2006.

99.2    Slides of International Flavors and Fragrances Inc., dated November 2, 2006.

2

SIGNATURE

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

			INTERNATIONAL FLAVORS & FRAGRANCES INC.
Dated: November 2, 2006			By:			/s/ Douglas J. Wetmore
						Name:			Douglas J. Wetmore
						Title:			Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

IFF REPORTS HIGHER SALES AND IMPROVED OPERATING RESULTS
RAISES FULL YEAR 2006 GUIDANCE

November 2, 2006 .... International Flavors & Fragrances Inc. (NYSE: IFF) reported earnings per share for the third quarter of $.70, exceeding the First Call consensus expectation of $.58. The third quarter 2005 results as reported were $.72, which included a gain of $.24 per share relating to repatriation of funds from overseas affiliates. On a comparable basis, excluding this one-time repatriation benefit, the third quarter 2006 results per share represent a 46% gain over the 2005 quarter.

Third quarter 2006 sales totaled $539 million, up 9% from the prior year quarter; fragrance and flavor sales increased 12% and 6%, respectively. Reported sales for the 2006 quarter benefited from the generally weaker U.S. dollar during the quarter; at comparable exchange rates, sales would have increased 7% in comparison to the 2005 quarter.

Fragrance sales were led by a 24% increase in fine fragrance sales, with much of the growth driven by new product introductions. Sales of functional fragrances increased 5% from both increased volume and new product introductions while sales of fragrance ingredients increased 11% mainly from increased volume.

Flavor sales increased 6%, based on a combination of new product introductions and volume growth. Flavor compound sales increased in each region in both local currency and dollars.

‘‘The acceleration of growth in sales and earnings is very encouraging,’’ said Robert M. Amen, IFF Chairman and Chief Executive Officer. ‘‘We continue to perform very well in fine fragrances, with our major customers, and in key growth markets – notably Latin America, Asia and Eastern Europe. These strong performances have been enhanced by renewed growth and improved operating results in both North America and Western Europe. These results demonstrate the strategic initiatives undertaken in the past year are beginning to pay off. I am also very pleased to see the improvement in flavor sales.’’

‘‘The actions we announced in mid-October to organize into flavors and fragrance business units will sharpen our focus and improve accountability. I believe this will accelerate our growth and improve results. We are confident in our growth prospects and our ability to build shareholder value as demonstrated by the recent 14% increase in our dividend and $300 million share repurchase program.’’

1

Third Quarter 2006

Sales performance by region and product category compared to the prior year quarter follows:

												Third Quarter 2006 vs. 2005
						% Change in Sales by Region of Destination
						Fine						Func'l.						Ingr.						Total Frag.						Flavors						Total
North America			Reported					18	%					3	%					8	%					9	%					3	%					7	%
Europe			Reported					19	%					9	%					9	%					13	%					6	%					10	%
			Local Currency					13	%					4	%					5	%					7	%					1	%					5	%
Latin America			Reported					51	%					4	%					9	%					15	%					5	%					12	%
Asia Pacific			Reported					58	%					5	%					14	%					16	%					8	%					11	%
			Local Currency					60	%					2	%					15	%					14	%					7	%					10	%
India			Reported					-19	%					-13	%					61	%					-3	%					11	%					4	%
			Local Currency					-20	%					-14	%					57	%					-4	%					11	%					3	%
Total			Reported					24	%					5	%					11	%					12	%					6	%					9	%
			Local Currency					21	%					3	%					8	%					10	%					4	%					7	%

Net income for the 2006 quarter totaled $64 million, a 7% decrease compared with the prior year quarter, as reported. The 2005 third quarter net income of $69 million included a tax benefit of $23 million on repatriation of dividends from overseas affiliates.

	•	Gross profit, as a percentage of sales, improved nearly one percentage point compared to the prior year quarter, mainly from the higher sales, improved manufacturing expense absorption and favorable product mix.

	•	Research and Development expenses totaled 8.6% of sales compared to 9.1% in the prior year quarter.

	•	Selling, General and Administrative expenses, as a percentage of sales, were 16.3% in the current quarter compared to 17.4% in 2005. The 2005 quarter included $5 million of expense relating to a product contamination issue; 2006 results include the benefit of a $3 million insurance recovery related to this contamination matter. The 2006 quarter also included $14 million of incentive compensation expense; the 2005 quarter included $2 million of such expense.

	•	Other income (expense), net in the 2006 quarter increased $6 million over the prior year quarter, mainly due to gains on disposal of fixed assets as well as somewhat higher interest income, partially offset by higher foreign exchange losses.

	•	The effective tax rate was 30% compared to a negative rate of 4% in the prior year quarter. The 2005 quarter included the one-time $23 million tax benefit; excluding this benefit, the 2005 third quarter effective rate was 32%.

Outlook for 2006 increased

For the full year, the Company expects sales to increase by mid-single digit rates in both local currency and reported dollars, in comparison to 2005; previously, sales had been expected to increase at a lower rate.

2

Earnings per share for 2006 are now expected to be in the range of $2.36 to $2.44, compared to previous expectations of $2.20 to $2.28; the improvement comes primarily from expected higher sales for the year, and the benefit of actions taken to improve profitability.

About IFF

IFF is a leading creator and manufacturer of flavors and fragrances used in a wide variety of consumer products — from fine fragrances and toiletries, to soaps, detergents and other household products, to beverages and food products. IFF is dedicated to The Pursuit of Excellence in every area of its business, using knowledge, creativity, innovation and technology to continually provide customers with the highest quality products and service and superior consumer understanding. IFF has sales, manufacturing and creative facilities in 30 countries worldwide. For more information, please visit our Web site at www.iff.com.

Cautionary Statement Under The Private Securities Litigation Reform Act of 1995

Statements in this report, which are not historical facts or information, are ‘‘forward-looking statements’’ within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's reasonable current assumptions and expectations. Certain of such forward-looking information may be identified by such terms as ‘‘expect’’, ‘‘believe’’, ‘‘may’’, ‘‘outlook’’, ‘‘guidance’’ and similar terms or variations thereof. All information concerning future revenues, tax rates or benefits, interest 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, including economic, population health and political uncertainties; interest rates; the price, quality and availability of raw materials; the Company's ability to implement its business strategy, including the achievement of anticipated cost savings, profitability and growth targets; the impact of currency fluctuation or devaluation in the Company's principal foreign markets and the success of the Company's hedging and risk management strategies; the outcome of uncertainties related to litigation; uncertainties related to any potential claims and rights of indemnification or other recovery for customer and consumer reaction to its earlier contamination issue; 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 foreign governments. The Company intends its forward-looking statements to speak only as of the time of such statements and does not undertake to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results.

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Webcast and Conference call

The Company will host a real-time webcast and teleconference to discuss its third quarter results and its current expectations for 2006 at 10:00 a.m. Eastern Time on Thursday, November 2, 2006.

You may use the following dial-in numbers to access the teleconference (please dial in 5 to 10 minutes prior to the scheduled start time):

	United States:			1-800-946-0713
	International:			1-719-457-2642
	Reservation Number:			2042282

You may access the webcast, together with the supplemental financial information presented as slides at the webcast and discussed in the teleconference, via the Company’s internet website located at http://www.iff.com by clicking on ‘‘Investor Relations’’ and selecting the ‘‘Webcasts’’ page.

Playback Information

An archive of the webcast and a taped replay of the teleconference will be available following completion of the webcast and teleconference. The replay will be available beginning at 1:00 p.m. Eastern Time on Thursday, November 2nd and ending at Midnight on Wednesday, November 15, 2006. The archive of the webcast can be accessed through the Company’s website as described above. The dial-in numbers and reservation number for the taped replay are:

	United States:			1-888-203-1112
	International:			1-719-457-0820
	Reservation Number:			2042282

Contact

Douglas J. Wetmore
Senior Vice President and
Chief Financial Officer
Phone: 212-708-7145

********************

4

International Flavors & Fragrances Inc.
Consolidated Income Statement
(Amounts in thousands except per share data)
(Unaudited)

			Quarter Ended September 30,															Nine Months Ended September 30,
			2005						2006						% Fav/ (Unfav)			2005						2006						% Fav/ (Unfav)
Net sales				$	493,118					$	539,135				9%				$	1,531,748					$	1,581,072				3%
Cost of goods sold					286,712						310,149				(8%)					894,174						907,856				(2%)
Gross margin on sales					206,406						228,986				11%					637,574						673,216				6%
Research & development					44,651						46,471				(4%)					133,784						137,661				(3%)
Selling and administrative					86,022						88,092				(2%)					253,632						261,364				(3%)
Amortization					3,768						3,713									11,303						11,134
Restructuring and other charges					—						316									—						673
Operating profit					71,965						90,394				26%					238,855						262,384				10%
Interest expense					(6,566	)					(6,475	)			1%					(18,204	)					(18,148	)			—
Other income (expense), net					854						6,783									3,968						6,630
Pretax income					66,253						90,702				37%					224,619						250,866				12%
Income taxes (benefit)					(2,319	)					27,056									46,791						72,348
Net income				$	68,572					$	63,646				(7%)				$	177,828					$	178,518				—
Including restructuring and other charges:
Net income					$68,572						$63,646				(7%)					$177,828						$178,518				—
Earnings per share – basic					$0.73						$0.71				(3%)					$1.89						$1.97				4%
Earnings per share – diluted					$0.72						$0.70				(3%)					$1.87						$1.95				4%
Excluding restructuring and other charges and 2005 AJCA tax benefit:
Net income					$45,282						$63,856				41%					$154,538						$179,092				16%
Results per share – basic					$0.48						$0.71				48%					$1.65						$1.97				19%
Results per share – diluted					$0.48						$0.70				46%					$1.62						$1.96				21%
Average shares outstanding (in thousands):
Basic					93,380						90,053				4%					93,860						90,786				3%
Diluted					94,622						90,988				4%					95,301						91,489				4%

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International Flavors & Fragrances Inc.
Consolidated Condensed Balance Sheet
(Amounts in thousands)
(Unaudited)

			December 31, 2005						September 30, 2006
Cash & short-term investments				$	272,897					$	163,084
Receivables					368,519						425,219
Inventories					430,794						433,458
Other current assets					119,064						112,468
Total current assets					1,191,274						1,134,229
Property, plant and equipment, net					499,145						479,468
Goodwill and other intangibles, net					772,651						761,519
Other assets					175,126						206,738
Total assets				$	2,638,196					$	2,581,954
Bank borrowings
and current portion of long-term debt				$	819,392					$	302,663
Other current liabilities					383,304						432,138
Total current liabilities					1,202,696						734,801
Long-term debt					131,281						505,598
Non-current liabilities					388,872						382,443
Shareholders' equity					915,347						959,112
Total liabilities and shareholders' equity				$	2,638,196					$	2,581,954

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International Flavors & Fragrances Inc.
Consolidated Statement of Cash Flows
(Amounts in thousands)
(Unaudited)

			Nine Months Ended September 30,
			2005						2006
Cash flows from operating activities:
Net income				$	177,828					$	178,518
Adjustments to reconcile to net cash provided by operations:
Depreciation and amortization					69,546						66,910
Deferred income taxes					(25,667	)					(8,904	)
Gain on disposal of assets					(2,005	)					(14,682	)
Changes in assets and liabilities
Current receivables					(44,827	)					(59,694	)
Inventories					(1,769	)					12,328
Current payables					4,576						34,439
Other assets, net					(50,282	)					(9,311	)
Other liabilities, net					14,194						38,265
Net cash provided by operations					141,594						237,869
Cash flows from investing activities:
Net change in short-term investments					35						25
Additions to property, plant and equipment					(61,284	)					(30,883	)
Proceeds from disposal of assets					756						14,888
Net cash used in investing activities					(60,493	)					(15,970	)
Cash flows from financing activities:
Cash dividends paid to shareholders					(50,493	)					(50,815	)
Net change in bank borrowings					2,044						(36,804	)
Net change in commercial paper outstanding					39,235						—
Proceeds from long-term debt					—						375,000
Repayments of long-term debt					(11,653	)					(499,300	)
Proceeds from issuance of stock under stock option and employee stock purchase plans					21,897						40,494
Purchase of treasury stock					(83,613	)					(162,221	)
Net cash used in financing activities					(82,583	)					(333,646	)
Effect of exchange rate changes on cash and cash equivalents					(2,826	)					1,965
Net change in cash and cash equivalents					(4,308	)					(109,782	)
Cash and cash equivalents at beginning of year					32,596						272,545
Cash and cash equivalents at end of period				$	28,288					$	162,763

7

EX-99.2

Third Quarter <br/>Investors’ Webcast<br/>November 2, 2006

Robert M. Amen

Robert M. Amen

Chairman and CEO

Douglas J. Wetmore

These slides contain forward looking information, which may be identified by terms such as “expect”, “may”, “anticipated”, “guidance”, “outlook” and similar terms and involve significant risks and uncertainties. Actual results may differ materially. Risks and uncertainties include general economic and business conditions; interest rates; the price, quality and availability of raw materials; our ability to achieve our business strategy and anticipated cost savings, profitability and growth targets; the impact of currency fluctuation or devaluation; uncertainties related to litigation; the impact of possible pension funding obligations and increased pension expense; and the effect of legal and regulatory proceedings and restrictions. We do not undertake to update or revise such forward-looking statements. These and other factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our accompanying quarterly earnings release and in our SEC filings.

Forward Looking Statement

Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures to supplement our GAAP financial results. These financial measures should not be considered in isolation or as superior to our GAAP financial measures. Additional information concerning our non-GAAP financial measures and a reconciliation to GAAP is available on our website at http://www.iff.com, by clicking on “Investor Relations” and selecting the “Webcast” page.

Agenda

Third quarter and year-to-date results

Third quarter and year-to-date results

Outlook for 2006

Business unit focus

Strategic direction

Financial goals: 2007- 2009

Third Quarter Highlights <br/>($ in millions)

Q3 2006 Q3 2005 % Change

Q3 2006 Q3 2005 % Change

Sales $ 539 $ 493 +9%

Op. Margin $ 90 $ 72 +26%

EPS $ .70 $ .72 ( 3%)

Third Quarter Stronger than First Half

Solid revenue and earnings growth

Solid revenue and earnings growth

Continued strength of fragrance business

Flavors sales improving

Solid growth in all major regions

Good expense control

Improving operating margin

Third Quarter Sales<br/>($ in millions)

Sales up 9%

+6%

+12%

Third Quarter Sales<br/>($ in millions)

2005

2006

2005

2006

Fine fragrance drove total fragrance sales

Third Quarter Fragrance Sales Growth

Solid growth in all regions

Third Quarter Sales Growth by Region

Third Quarter Sales

Higher volume

Higher volume

New products

Sales growth driven by

Success of category strategy

Third Quarter Operating Results <br/>($ in millions)

Third Quarter <br/>Operating Income Highlights

Gross margin improved one percentage point

Gross margin improved one percentage point

R&D focused spending to support initiatives

Disciplined cost management

Q3

Q3

2005

EPS

2005 Third Quarter EPS

AJCA

AJCA

Tax

Benefit

Base

Base

Q3

2005

EPS

2005 Third Quarter EPS Components

$.05

$.06

Sales

Sales

Productivity/

Productivity/

’05 Product

’05 Product

Contamination

Costs/

Tax

Tax

Rate

Q3

Q3

2006

$.08

Incentive

Incentive

Base

Base

Q3

2005

EPS

Share

Share

Count

Third Quarter EPS Growth Components

$.04

Other

Other

2005 EPS

2005

2005

EPS

As

Reported

2005

2005

Base

EPS

AJCA

AJCA

2005 EPS Components

$.09

$.08

Sales

Sales

Productivity/

Productivity/

Other

Other

income

Tax

Tax

Rate

2006

2006

$.16

Incentive

Incentive

Year-to-Date EPS Growth Components

Share

Share

Count

’05 Product

’05 Product

Contamination

Costs/

2005

2005

Base

EPS

Earnings Per Share Performance (Excluding AJCA and restructuring)

2006 – A year of solid progress

Cash Flows Year-to-Date <br/>(in millions)

2006 Share Buyback Data <br/>(in millions)

Cash Return to Shareholders

Increased dividend to annual rate of $0.84:

Increased dividend to annual rate of $0.84:

14% increase

$.10 increase

Effective: January 2007 payment

New share repurchase authorization:

Current authorization nearly completed

$300 million authorization

2006 Third Quarter Summary

Strong sales gain

Strong sales gain

9% as reported

7% local currency

Improving operating margin

Strong cash flow

Dividend increase

Updated 2006 Guidance

Strategic Direction

Assessment of external environment

Assessment of external environment

IFF Today

Business Focus

Improvement opportunities

Strategic direction

Assessment of External Environment

Volume Growth in line with world GDP ~ 4+%

Volume Growth in line with world GDP ~ 4+%

Mature markets 3-4%

Emerging markets 7-10%

Competitive marketplace

Assessment of External Environment

Volume Growth in line with world GDP ~ 4+%

Volume Growth in line with world GDP ~ 4+%

Mature markets 3-4%

Emerging markets 7-10%

Competitive marketplace

Innovation is rewarded

IFF Today

Global leader in Flavors and Fragrances

Global leader in Flavors and Fragrances

Strong customer franchise

IFF Brand

Innovative technology

IFF is a great and exciting company with strong potential

Improvement Opportunities

Business Focus

Business Focus

Product/Technology

Business Focus

Focus

Focus

Alignment

Business Focus

Focus

Focus

Alignment

Improved Results

Business Focus

Flavors Business Unit

Flavors Business Unit

Fragrance Business Unit, including ingredients

Centralized resource groups

R&D, Finance, Legal, HR, IT

Product/Technology

Customers seek flavors and fragrances that consumers love

Customers seek flavors and fragrances that consumers love

Product performance

Cost effectiveness

Innovation

Business Model

Research & Development organizational alignment

Research & Development organizational alignment

Leverage global capabilities to reduce costs

Improve focus to best serve customers, employees <br/>and shareholders

IFF Strategic Direction

Be the global leader in flavors and fragrances

Be the global leader in flavors and fragrances

Bring differentiated solutions to our customers

Grow market share because our products are preferred by consumers

Build a culture that attracts, retains, develops and rewards the best talent in the world ?.

Financial Goals<br/>2007 – 2009

Grow local currency sales by 4+% per year

Grow local currency sales by 4+% per year

Improve operating margins to 18+% of sales by the end of 2009

Grow EPS on average 10+% per year

Dividend growth in line with EPS growth

Execute stock repurchase plan

Questions