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)             January 30, 2007                                                       

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 January 30, 2007 reporting IFF’s financial results for the fourth quarter and twelve months ended December 31, 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 (i) restructuring charges and (ii) one-time gains on asset dispositions. Management uses these financial measures in 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 also aids management and the Board of Directors in decision-making and allocation of resources. A material limitation of these financial measures is that some or all of such special charges include actual cash outlays and one-time gains include actual cash inflow and such measures do not reflect actual GAAP amounts. Management compensates for such limitations by clarifying that these measures are 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 also uses the non-GAAP financial measure which excludes the effect in 2005 of the American Jobs Creation Act of 2004 (AJCA). 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 effective tax rate 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.

1

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits

99.1			Press Release of International Flavors & Fragrances Inc., dated January 30, 2007.
99.2			Slides of International Flavors & Fragrances Inc., dated January 30, 2007.

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: January 30, 2007			By:			/s/ Douglas J. Wetmore
						Name: Douglas J. Wetmore Title:    Senior Vice President and Chief              Financial Officer

3

EX-99.1

FOR IMMEDIATE RELEASE

IFF REPORTS FOURTH QUARTER AND FULL YEAR 2006 RESULTS

Strong Sales Performance Drives Reported 4th Quarter EPS of $.49

2006 EPS Increase 20% as Sales Grow 5%

New York, N.Y., January 30, 2007 … International Flavors & Fragrances Inc. (NYSE: IFF) today reports results for the fourth quarter and full year 2006; results are summarized in the table below (dollars in millions except per share data):

	Q4 2006	Growth Q4 2006 vs. 2005	2006	Growth 2006 vs. 2005
Sales	$514	+   11%	$2,095	+   5%
Net Income	$  44	+ 192%	$   223	+ 15%
Earnings per share	$ .49	+ 206%	$  2.44	+ 20%

“The strong fourth quarter performance tops off a very good 2006 for IFF,” said Robert M. Amen, IFF Chairman and Chief Executive Officer. “It is very encouraging to see the fourth quarter growth in both flavors and fragrances, all driven by the excellent contribution of the people of IFF.   Our strategy is working and we have good momentum going into 2007.”

Earnings per share were $.49 in the 2006 fourth quarter, versus $.16 in the prior year quarter, an increase of 206%. The 2006 results include restructuring charges of $.02 and a non-recurring gain on disposition of land, included in Other income, of $.06.  The 2005 fourth quarter results included a restructuring charge of $.17 per share.  On a comparable basis, excluding the restructuring charges from both periods and the 2006 land sale gain, fourth quarter 2006 earnings per share of $.45 represent a 36% gain over the 2005 quarter.

For the full year 2006, earnings per share were $2.44, compared to $2.04 in 2005, an increase of 20%.  The 2006 results include restructuring charges of $.02 and non-recurring gains on disposition of assets, included in Other income, of $.14; the 2005 results included restructuring charges of $.16 per share, offset by a $.26 benefit relating to the Company's repatriation of funds from overseas affiliates.  On a comparable basis, excluding these non-recurring items from both years, the 2006 per share results of $2.32 represent a 20% improvement over the full year 2005 of $1.94.

Fourth quarter 2006 sales totaled $514 million, up 11% from the prior year quarter; fragrance and flavor sales increased 13% and 7%, respectively.  Sales for the 2006 quarter benefited from the generally weaker U.S. dollar; at comparable exchange rates, sales would have increased 7% in comparison to the 2005 quarter.

1

Fragrance sales were led by an 18% increase in fine fragrance sales driven by both new product introductions and continued success of existing creations.  Sales of functional fragrances and fragrance ingredients increased 9% and 11%, respectively, with the increases coming from both increased volume and new product introductions.  

Flavor sales increased 7%, based on a combination of new wins and volume growth. Flavor compound sales increased in each region in both local currency and dollars.

Fourth Quarter 2006

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

		Fourth Quarter 2006 vs. 2005
		% Change in Sales by Region of Destination
		Fine	Func'l.	Ingr.	Total Frag.	Flavors	Total
North America	Reported	23%	12%	5%	14%	2%	8%
Europe	Reported	20%	16%	17%	18%	10%	15%
	Local Currency	13%	9%	10%	11%	4%	8%
Latin America	Reported	25%	1%	7%	8%	6%	7%
Asia Pacific	Reported	-11%	11%	6%	4%	9%	7%
	Local Currency	-15%	8%	6%	1%	8%	5%
India	Reported	-5%	-11%	38%	-4%	10%	4%
	Local Currency	-5%	-13%	35%	-5%	10%	3%
Total	Reported	18%	9%	11%	13%	7%	11%
	Local Currency	14%	7%	8%	9%	5%	7%

Net income for the 2006 fourth quarter, including $1 million in after tax restructuring charges, totaled $44 million, a 192% increase compared with the prior year quarter.  The 2005 fourth quarter result of $15 million included restructuring charges of $16 million after tax.

•

Gross profit, as a percentage of sales, improved one half percentage point compared to the prior year quarter, mainly due to higher sales.  

•

Research and Development expenses totaled 9% of sales compared to 10% in the prior year quarter.

•

Selling, General and Administrative expenses, as a percentage of sales, were 17.6% in the current quarter compared to 18.6% in 2005.  The 2005 quarter included approximately $3 million of expense relating to a product contamination issue.

•

Other income (expense), net in the 2006 fourth quarter increased $4 million over the prior year quarter, mainly due to the gain on sale of land, partially offset by higher exchange losses.

•

The effective tax rate was 28.8% compared to 29.4% in the prior year quarter.  

2

_{Full Year 2006}

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

		Full Year 2006 vs. 2005
		% Change in Sales by Region of Destination
		Fine	Func'l.	Ingr.	Total Frag.	Flavors	Total
North America	Reported	20%	2%	10%	10%	3%	7%
Europe	Reported	7%	5%	-4%	4%	1%	3%
	Local Currency	8%	5%	-3%	4%	1%	3%
Latin America	Reported	25%	2%	6%	8%	11%	9%
Asia Pacific	Reported	9%	3%	2%	4%	4%	4%
	Local Currency	8%	2%	4%	4%	5%	4%
India	Reported	2%	-4%	29%	3%	10%	7%
	Local Currency	2%	-4%	31%	3%	10%	7%
Total	Reported	13%	3%	3%	6%	4%	5%
	Local Currency	13%	3%	3%	6%	4%	5%

Net income for 2006, including $2 million in after tax restructuring charges, totaled $223 million, a 15% increase compared with the prior year.  Full year 2005 results of $193 million included restructuring charges totaling $16 million after tax, as well as a tax benefit of $25 million relating to repatriation of funds from overseas affiliates.  

▪

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

▪

Research and Development expenses totaled 8.9% of sales compared to 9.0% in the prior year.

▪

Selling, General and Administrative expenses, as a percentage of sales, were 16.8% compared to 17.0% in 2005. The 2005 figures included approximately $8 million of expense relating to a product contamination issue; 2006 results include the benefit of a $3 million insurance recovery related to this matter.

▪

Other income (expense), net in 2006 increased $7 million over the prior year, mainly due to gains on sale of assets, partially offset by higher exchange losses.

▪

The effective tax rate was 28.8% compared to a rate of 21.6% in the prior year.  The 2005 rate reflected the one-time $25 million tax benefit; excluding this benefit, the 2005 effective rate would have been 31.6%.

_{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

3

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 or plan to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results.

Webcast and Conference call

In conjunction with the release, the Company will host a real-time webcast and teleconference to discuss its 2006 fourth quarter results. The teleconference and the webcast are scheduled for 9:00 a.m. Eastern Time on Tuesday, January 30, 2007.

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:    

1-800-361-0912

International:    

1-913-981-5559

Reservation Number:

3837469

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 current link under “Webcasts”.

4

Playback Information

An archive of the webcast and a 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 Tuesday, January 30^th and ending at Midnight on Monday, February 12, 2007.  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 replay are:

United States:

888-203-1112

International:  

719-457-0820

Reservation Number:

3837469

Contact

Douglas J. Wetmore

Senior Vice President and

Chief Financial Officer

Phone: 212-708-7145

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

5

International Flavors & Fragrances Inc.

Consolidated Income Statement

(Amounts in thousands except per share data)

(Unaudited)

	Quarter Ended				Year Ended
	December 31,				December 31,
	2005		2006	% Change	2005	2006	% Change
Net Sales		$461,645	$514,318	11%	$1,993,393	$2,095,390	5%
Cost of goods sold	274,818		303,403	10%	1,168,992	1,211,259	4%
Gross margin on sales	186,827		210,915	13%	824,401	884,131	7%
Research & development	46,028		48,031	4%	179,812	185,692	3%
Selling and administrative	85,691		90,559	6%	339,323	351,923	4%
Amortization	3,768		3,709		15,071	14,843
Restructuring and other charges	23,319		2,007		23,319	2,680
Interest expense	5,752		7,401	29%	23,956	25,549	7%
Other (income) expense, net	700		(3,208)		(3,268)	(9,838)
Pretax income	21,569		62,416	189%	246,188	313,282	27%
Income taxes	6,331		17,945		53,122	90,293
Net income	$15,238		$44,471	192%	$193,066	$222,989	15%
Earnings per share - basic	$0.16		$0.50	213%	$2.06	$2.47	20%
Earnings per share - diluted	$0.16		$0.49	206%	$2.04	$2.44	20%
Average shares outstanding (in thousands):
Basic	92,757		89,416	4%	93,584	90,443	3%
Diluted	93,404		90,602	3%	94,826	91,369	4%

6

International Flavors & Fragrances Inc.

Consolidated Condensed Balance Sheet

(Amounts in thousands)

                       (Unaudited)

	December 31, 2005		December 31, 2006
Cash & cash equivalents	$	272,545	$	114,508
Short term investments	352		604
Receivables	368,519		405,302
Inventories	430,794		446,606
Other current assets	119,064		112,783
Total current assets	1,191,274		1,079,803
Property, plant and equipment, net	499,145		495,124
Goodwill and other intangibles, net	772,651		745,716
Other assets	175,126		158,261
Total assets	$	2,638,196	$	2,478,904
Bank borrowings, overdrafts and current portion of long-term debt	$	819,392	$	15,897
Other current liabilities	383,304		434,752
Total current liabilities	1,202,696		450,649
Long-term debt	131,281		791,443
Non-current liabilities	388,872		335,522
Shareholders' equity	915,347		901,290
Total liabilities and shareholders' equity	$	2,638,196	$	2,478,904

7

International Flavors & Fragrances Inc.

Consolidated Statement of Cash Flows

(Amounts in thousands)

(Unaudited)

	Year Ended December 31,
	2005	2006
Cash flows from operating activities:
Net income	$193,066	$222,989
Adjustments to reconcile to net cash provided by operations:
Depreciation and amortization	91,928	89,733
Deferred income taxes	(32,882)	(12,423)
Gain on disposal of assets	(2,108)	(22,836)
Changes in assets and liabilities
Current receivables	(1,897)	(27,153)
Inventories	(117)	9,492
Current payables	(6,369)	40,279
Other, net	(64,461)	(38,298)
Net cash provided by operations	177,160	261,783
Cash flows from investing activities:
Net change in short-term investments	35	(240)
Additions to property, plant and equipment	(93,433)	(58,282)
Proceeds from disposal of assets	2,787	27,235
Net cash used in investing activities	(90,611)	(31,287)
Cash flows from financing activities:
Cash dividends paid to shareholders	(67,779)	(67,381)
Net change in bank loans	312,094	(47,596)
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	23,015	110,867
Excess tax benefits on stock options exercised	-	4,653
Purchase of treasury stock	(98,319)	(270,998)
Net cash provided by (used in) financing activities	157,358	(394,755)
Effect of exchange rates changes on cash and cash equivalents	(3,958)	6,222
Net change in cash and cash equivalents	239,949	(158,037)
Cash and cash equivalents at beginning of year	32,596	272,545
Cash and cash equivalents at end of year	$272,545	$114,508

8

EX-99.2

Fourth Quarter <br/>Investors’ Webcast<br/>January 30, 2007

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, on the “Investor Relations” page.

Agenda

Highlights

Highlights

Analysis of 4th quarter & full year 2006 results

Closing comments

Fourth Quarter and 2006 Highlights <br/>($ in millions except per share data)

2005 2006 % 2005 2006 %

2005 2006 % 2005 2006 %

$462 $514 + 11% Sales $1,993 $2,095 + 5%

$ 51 $ 69 + 34% Op. Margin $ 290 $ 332 +14%

$ .16 $ .49 +206% EPS $ 2.04 $ 2.44 +20%

Adjusted

$ .33 $ .45 + 36% EPS $ 1.94 $ 2.32 +20%

4th Quarter

Year

Fourth Quarter Highlights

Sales growth met increased expectations

Sales growth met increased expectations

Exceptionally strong growth in Fine/Beauty

Solid growth in all regions

European sales growth best in 7 years

Expense control supported margin improvement

2006 Highlights

Strong sales growth

Strong sales growth

Expense control supported margin improvement

Strong earnings and cash flow

Operating cash flow increased 50% over 2005

Financial Review

Fourth Quarter 2006

Fourth Quarter 2006

Fourth Quarter and Full Year 2006 Sales<br/>($ in millions)

Q4 Sales

Q4 Sales

2006 Sales

2006 Sales

Fourth Quarter and Full Year 2006 Sales<br/>($ in millions)

2005

2006

2005

2006

Q4 Sales up 11%

Q4 Sales up 11%

Flavors +7%

2006 Sales up 5%

2006 Sales up 5%

Flavors +4%

2005

2006

2005

2006

Fine fragrance drove total fragrance sales

Fourth Quarter and Full Year 2006<br/>Fragrance Sales Growth

Fourth Quarter

Full Year

NOAM

NOAM

Q4 + 8%

LATAM

LATAM

Q4 +7%

ASPAC

ASPAC

Q4 + 7%

EAME

EAME

Q4 + 15%

INDIA

INDIA

Q4 + 4%

Fourth Quarter and Full Year 2006 <br/>Growth by Region

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

2006 Operating Results <br/>($ in millions)

2005

2005

Base

EPS

2005 EPS Components

2005

2005

Reported

EPS

?05

?05

Restructuring

?05

?05

AJCA Tax

Sales

Sales

Growth

Other

Other

income

Tax

Tax

Rate

2006

2006

EPS

Full Year 2006 EPS Growth Components<br/>Excluding restructuring costs

Share

Share

Count

’05 Product

’05 Product

Contamination

Costs/

Recovery

2005

2005

Base

EPS

Incentive

Incentive

Comp.

Productivity/

Productivity/

Mix

Sales

Sales

Growth

Other

Other

income

Tax

Tax

Rate

2006

2006

EPS

Full Year 2006 EPS Growth Components<br/>Excluding restructuring costs and asset gains

Share

Share

Count

’05 Product

’05 Product

Contamination

Costs/

Recovery

2005

2005

Base

EPS

Incentive

Incentive

Comp.

Costs/

Costs/

Productivity

Earnings Per Share Performance (Excludes AJCA, Restructuring, & asset gains)

2006 – A year of solid progress

Cash Flow Summary<br/>(in millions)

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

IFF Investment Thesis

Non-cyclical demand driven by growth in GDP and disposable income

Non-cyclical demand driven by growth in GDP and disposable income

A global market leader with strong customer franchises

Unique customer value proposition

Integration of creativity and technology with consumer and brand understanding

Financial strength

Favorable leverage on sales growth

Excellent free cash flow

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

Appendices

2007 Financial Reporting Plans

Business Unit Reporting

Business Unit Reporting

2005/2006 comparables available March 2007

Financial Reporting Schedule

First Quarter: May 3, 2007

Second Quarter: August 7, 2007

Third Quarter: November 1, 2007