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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
---------------------
Annual Report Pursuant to Section 15 (d)
of the Securities Exchange Act of 1934
(MARK ONE)
|x| Annual report persuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2006.
OR
|_| Transition report pursuant to Section 15(d)of the Securities Exchange
Act of 1934
For the transition period from ____ to ____
Commission file number: 1-4858
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
B. Name of issurer of the securities held pursuant to the plan and the
address of its principal executive office:
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
FINANCIAL STATEMENTS
AND
SUPPLEMENTAL SCHEDULE
* * * * * * * * * * * * * * * * * * * * * *
DECEMBER 31, 2006 AND 2005
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2006
Page
-----
Reports of Independent Registered Public Accounting Firms 1-2
Financial Statements:
Statement of Net Assets Available for Benefits for the
Years Ended December 31, 2006 and 2005 3
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2006 and 2005 4
Notes to Financial Statements 5-12
Supplemental Schedules:
Part 1 - Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 13
Signatures 14
Exhibits:
Exhibit 23.1 - Consent of Smolin, Lupin & Co., P.A.
Exhibit 23.2 - Consent of PricewaterhouseCoopers LLP
(*) Other supplemental schedules required by 29 CFR2520.103-10 of the Department
of Labor's Rule and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have not been included as they are not
applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
International Flavors & Fragrances Inc.
Retirement Investment Fund Plan
We have audited the accompanying statement of net assets available for benefits
of the International Flavors & Fragrances Inc. Retirement Investment Fund Plan
as of December 31, 2006 and the related statement of changes in net assets
available for benefits for the year ended December 31, 2006. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit. The
financial statements of the International Flavors & Fragrances Inc. Retirement
Investment Fund Plan as of December 31, 2005, were audited by other auditors
whose report dated June 23, 2006, expressed an unqualified opinion on those
statements.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the
International Flavors & Fragrances Inc. Retirement Investment Fund Plan as of
December 31, 2006, and the changes in net assets available for benefits for the
year ended December 31, 2006, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2006 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure Under the Employee
Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ SMOLIN, LUPIN & CO., P.A.
-----------------------------
Fairfield, New Jersey
June 28, 2007
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
International Flavors & Fragrances Inc.
Retirement Investment Fund Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the International Flavors & Fragrances Inc. Retirement Investment Fund Plan
(the "Plan") at December 31, 2005, and the changes in net assets available for
benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
-------------------------------
New York, New York
June 23, 2006
2
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
Assets 2006 2005
------------------------------------------------------------- ------------------ ------------------
Investments at Fair Value:
International Flavors & Fragrances Inc.
Common Stock Fund $ 9,309,654 $ 7,547,171
Vanguard Long-Term Investment Grade Fund 7,001,516 8,188,417
Vanguard Prime Money Market Fund 37,564,093 40,533,089
Vanguard 500 Index Fund 47,661,399 47,180,948
Vanguard U.S. Growth Fund 10,462,900 12,084,374
Vanguard International Growth Fund 17,171,345 12,707,392
Vanguard Total Bond Market Index Fund 8,493,859 9,241,034
Vanguard Explorer Fund 6,986,540 6,969,631
Vanguard PRIMECAP Fund 9,354,503 8,672,368
Vanguard Asset Allocation Fund 5,405,823 3,954,536
Vanguard Mid-Cap Index Fund 10,490,844 9,130,279
Vanguard Equity Income Fund 3,853,258 2,571,222
Vanguard Retirement Savings Trust 5,948,436 6,728,980
Vanguard Retirement Income Fund 255,987 -
Vanguard Target Retirement Funds:
2005 Fund 589,202 -
2015 Fund 4,601,209 -
2025 Fund 1,770,888 -
2035 Fund 940,252 -
2045 Fund 393,126 -
Participant Loans 3,848,900 4,016,664
--------------------- ---------------------
Total Investments 192,103,734 179,526,105
Accrued Dividends 39,966 42,659
Employer Contributions Receivable 9,570 -
Participant Contributions Receivable 33,134 -
--------------------- ---------------------
Net Assets Available for Benefits $ 192,186,404 $ 179,568,764
===================== =====================
The accompanying Notes are an integral part of these financial statements.
3
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
2006 2005
----------------- ------------------
Contributions:
Company contributions $ 2,703,505 $ 2,667,012
Participant contributions 9,460,651 9,704,478
-------------------- ----------------------
TOTAL CONTRIBUTIONS 12,164,156 12,371,490
-------------------- ----------------------
Investment Income:
Dividends and Interest 7,735,390 5,087,251
Net Appreciation (Depreciation) of Investments 13,230,478 2,626,317
-------------------- ----------------------
TOTAL INVESTMENT GAIN 20,965,868 7,713,568
-------------------- ----------------------
Other asset transfers 328,759 -
-------------------- ----------------------
TOTAL ADDITIONS 33,458,783 20,085,058
-------------------- ----------------------
Benefits Distributed (20,837,143) (16,097,366)
Administrative Fees (4,000) (4,330)
-------------------- ----------------------
TOTAL DISBURSEMENTS (20,841,143) (16,101,696)
-------------------- ----------------------
Net Increase in Participants' Balances During Year 12,617,640 3,983,362
Net Assets Available for Benefits at Beginning of Year 179,568,764 175,585,402
-------------------- ----------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 192,186,404 $ 179,568,764
==================== ======================
The accompanying Notes are an integral part of these financial statements.
4
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
NOTE 1 - DESCRIPTION OF THE PLAN:
---------------------------------
The following description of the International Flavors & Fragrances Inc.
Retirement Investment Fund Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan documents for complete
information.
A. General:
The Plan is a defined contribution plan covering all U.S. based employees
of International Flavors & Fragrances Inc. and its domestic subsidiaries (the
"Company"), with the exception of the unionized employees located in
Jacksonville, Florida. Employees hired between January 1, 2006 and August 31,
2006 participated under a separate plan that was transferred into the Plan
effective September 1, 2006. The Plan was amended to provide a different
matching contribution formula, as described in Section E below, for employees
who are hired by the Company or whose plan assets were transferred on or after
September 1, 2006. The Plan also covers certain U.S. citizens temporarily
assigned to subsidiaries abroad. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Employees become
eligible to participate in the Plan on their first day of employment.
B. Administration of the Plan:
The Vanguard Fiduciary Trust Co. is the Trustee of the Plan ("Vanguard" or
the "Trustee"). The Administrative Committee, appointed by the Company's Board
of Directors, is responsible for administration of the Plan; the Administrative
Committee oversees the Trustee in carrying out most of the day-to-day activities
of administration. Effective January 1, 2006, the Company's Board of Directors
has appointed an Investment Committee to oversee the Trustee's investment
options and management of Plan assets.
C. Investments:
The Plan offers participants eighteen investment funds and a common
collective trust. Participants have the option to invest in, and direct any
matching contribution towards any of the following funds:
IFF Common Stock Fund: This fund consists principally of common stock of the
Company and cash or cash equivalents deemed necessary for orderly investment in
such stock and for anticipated cash requirements.
Vanguard Long-Term Investment Grade Fund: This fund seeks a high and sustainable
level of current income consistent with the maintenance of principal and
liquidity by investing in a diversified portfolio of long-term investment-grade
bonds.
Vanguard Prime Money Market Fund: This fund seeks to add value by emphasizing
specific issues and sectors of the money market that appear to be attractively
priced based upon historical yield-spread relationships. The portfolio is
designed to maintain a constant $1.00 share value. An investment in the money
market fund is neither insured nor guaranteed by the U.S. Government, and there
is no assurance that the fund will be able to maintain a stable net asset value
of $1.00 per share.
Vanguard 500 Index Fund: This fund seeks investment results that parallel the
performance of the Standard & Poor's 500 Composite Stock Index. The level of
current income produced generally ranges from moderate to very low.
5
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
Vanguard U.S. Growth Fund: This fund seeks long-term capital appreciation by
investing in common stocks of companies with above-average growth potential.
Current income is incidental.
Vanguard International Growth Fund: This fund seeks long-term capital growth by
investing in common stocks of companies based outside the United States that
have above-average growth potential. Effective December 31, 2005, a 2%
redemption fee will be charged for any shares transferred out of this fund prior
to the end of the two-month holding period.
Vanguard Total Bond Market Index Fund: This fund seeks investment results that
parallel the performance of the Lehman Aggregate Bond Index.
Vanguard Explorer Fund: This fund seeks to provide long-term capital growth by
investing in a diversified portfolio of small-company stocks with prospects for
above-average growth.
Vanguard PRIMECAP Fund: This fund seeks to provide long-term capital growth by
investing in stocks of companies with above-average prospects for continued
earnings growth, strong industry positions and skilled management teams. This
fund also may invest in companies with below-average earnings but bright
prospects for earnings growth. Effective December 31, 2005, any shares within a
participant's plan exchanged into this fund are subject to a 1-year holding
period. A 1% redemption fee will be charged for any shares transferred out of
this fund prior to the end of the holding period.
Vanguard Asset Allocation Fund: This fund seeks long-term growth of capital and
income by investing in common stocks, long-term U.S. Treasury bonds and money
market instruments. The mix, or allocation, of the three types of assets changes
from time to time depending on which mix appears to offer the best combination
of expected returns and risk.
Vanguard Mid-Cap Index Fund: This fund seeks to parallel the performance of the
Standard & Poor's MidCap 400 index, which comprises a market-weighted group of
medium-sized U.S. companies.
Vanguard Equity Income Fund: This fund seeks to provide an above average level
of current income and reasonable long-term capital appreciation by mainly
investing in dividend-paying common stocks of established medium-size and large
U.S. companies.
Vanguard Target Retirement Funds: These consist of five separate funds seeking
capital and current income growth by investing in other Vanguard funds according
to an asset allocation strategy designed for investors planning to retire in or
within the target years of 2005, 2015, 2025, 2035 and 2045.
Vanguard Target Retirement Income Fund: This fund seeks current income and some
capital appreciation by investing in other Vanguard mutual funds according to an
asset allocation strategy designed for investors currently in retirement.
Vanguard Retirement Savings Trust: This common collective trust seeks a stable
share value of $1.00 and a high level of current income consistent with a 2-3
year average maturity by investing primarily in investment contracts issued by
insurance companies and commercial banks, and similar types of fixed-principal
investments.
6
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
D. Cash or Deferred Wage and Salary Conversion Agreements:
Each participant enters into a Cash or Deferred Wage and Salary Conversion
Agreement ("CODA") with the Company, pursuant to which participant Plan
contributions are made. Such agreement specifies the portion of the
participant's compensation, as defined in the Plan, during each Plan year that
the participant elects to forego and have contributed by the Company to the
participant's account with the Plan. Any such election remains in effect until
changed by the participant. The Administrative Committee may limit the amounts
specified in such agreements to ensure compliance with the antidiscrimination
standards of Section 401(k) of the Internal Revenue Code (the "Code"). Subject
to these limitations, participants may contribute up to 30% of their annual base
wages, before bonuses and overtime, up to the maximum amount permitted under the
Code. The maximum amount permitted per participant was limited to $15,000 in
2006, and $14,000 in 2005. Participants who will be age 50 or older by the end
of the Plan year are eligible to make before-tax catch-up contributions.
Catch-up contributions are limited to $5,000 and $4,000 for eligible employees
for 2006 and 2005, respectively. Amounts in excess of Code limits may, at the
election of the participant, either be contributed to the Plan on an after-tax
basis or treated as contributions to the Company's Deferred Compensation Plan
("DCP") if an employee is eligible to participate in the DCP. If no election is
made, the excess plus any income and minus any loss allocable thereto shall be
distributed to the participant.
E. Company Contributions:
For employees that were participants of the Plan before September 1, 2006,
the Company matches the Company matches 50% of the first 6% of the participant's
compensation, as defined, that a participant contributes to the Plan, whether on
a deferred or after-tax basis, or that is treated as a contribution to the DCP,
as described in Section D above. For employees hired, re-hired or whose plan
assets were transferred into the Plan (see Note 6) on or after September 1,
2006, the Company matches 100% of the first 4% of the participant's base
compensation contributed. Contributions between 5% and 8% of the participant's
base compensation will be matched at a rate of 75%.
F. Vested Benefits:
All participants who are employed by the Company vest immediately in their
contributions to the Plan plus earnings thereon. Participants vest in the
Company's matching after three years of continuous credited service. At December
31, 2006 and 2005, forfeited nonvested amounts approximated $62,000 and $26,000,
respectively. For the year ended December 31, 2006 there were forfeitures of
$92,000 and forfeiture usages of $57,000. For the year ended December 31, 2005
there were forfeitures of $54,000 and forfeiture usages of $60,000. Forfeitures
are used to reduce future employer contributions.
G. Individual Accounts:
A separate account is established and maintained for each active and former
participant. Former participants are those who have terminated employment and
have not yet received final payment of their account. The participant's
contributions and the Company's matching contribution are credited to the
specific participant's account. The participant's contributions and the
Company's matching contributions are invested in one or more of the Plan's funds
as directed by the participant.
Participants' accounts are maintained on a unit basis for all funds.
7
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
Interest earned and dividends paid are credited to each participant's
account based on accumulated daily account balances and reinvested in the
respective fund.
H. Transfers Between Funds:
Participants may transfer all or a portion of their balance in any fund of
the Plan to an alternative fund of the Plan. Exchanges must be in increments of
1%. Participants may make these transfers as frequently as on a daily basis by
contacting Vanguard. However, participants will not be able to move money back
into the same fund within 60 days. This policy applies to all funds except for
Vanguard Prime Money Market Fund and the Vanguard Retirement Savings Trust.
I. Loans and In-service Withdrawals:
Participants may borrow from the Plan as described in Note 4. A participant
may withdraw all or a portion of his or her balances if bona fide financial
necessity can be demonstrated to the Plan's Investment Committee ("hardship
withdrawal"). A participant who makes a hardship withdrawal is limited by the
Internal Revenue Code as to the amount of CODA contribution a participant may
make for the taxable year following the year of the withdrawal. The amounts of
in-service withdrawals are limited by government regulation to amounts
contributed under CODA agreements and earnings on such contributions.
J. Rollover Contributions:
Participants who receive eligible rollover distributions from another
qualified plan may roll that distribution over into the Plan. Eligible rollover
distributions are those that come directly from either another qualified
retirement plan or an Individual Retirement Account ("IRA") which was set up to
hold a distribution from another qualified retirement plan on a temporary basis.
Rollover amounts can only include pretax contributions, plus any untaxed
earnings thereon. All rollovers from the IRA must be made within one year of
original distribution from the qualified retirement plan.
K. Benefit Payments:
On termination of service due to death, disability, or retirement, a
participant or beneficiary may elect to receive benefits based on one of the
following options:
- A lump-sum payment;
- Periodic payments;
- A 50% joint and survivor annuity to a married participant; or
- A single life annuity.
Effective September 1, 2006, the Plan was amended to exclude the above
annuity elections.
Lump sum or installment payments may be made in cash or securities at the
direction of the Plan's Administrative Committee that directs the Trustee. When
periodic payments are elected, a participant's interest remains in the Plan and
continues to receive allocations of earnings and losses until distribution.
L. Termination of Plan:
The Company may terminate the Plan at any time. In such event, the total
amounts in participants' accounts shall continue in the trust for their benefit
and continue to vest in accordance with Note 1F above, and shall be paid to them
or their designated beneficiaries, as described in Note 1K above, upon
retirement, death, disability or termination of employment. At the present time,
the Company has no intention to terminate the Plan.
8
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
-----------------------------------------
The following is a summary of the significant accounting policies followed
by the Plan:
A. Method of Accounting:
The Plan's financial statements are prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America.
B. Valuation of Investments:
The IFF Common Stock Fund is valued on the closing price of the underlying
stock at the valuation date. Mutual funds are valued at net asset value of the
underlying stock at the valuation date. The Vanguard Retirement Savings Trust is
a common collective trust that holds fully benefit responsive investment
contracts that is valued at contract value which is the same as fair value in
all material respects. Money market funds are stated at cost at the valuation
date and participants' loans are stated at cost, which approximates fair value.
C. Security Transactions and Related Investment Income:
Security transactions are recorded on the trade date; interest income is
recorded on the accrual basis; dividend income is recorded on the ex-dividend
date. Capital gain distributions from mutual funds are recorded as dividend
income.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains and losses and the unrealized
appreciation (depreciation) on those investments.
D. Administrative Expenses:
All expenses that arise in connection with the administration of the Plan
are paid by the Company except for loan administration fees (see Note 4).
Brokerage fees are included in the cost of investments when purchased and are
deducted from proceeds received in determining realized gains and losses on
investments sold. Investment advisory fees for the management of the Vanguard
funds are expenses of the funds.
E. Contribution Income:
Company contributions are recognized during the same period in which the
Company makes payroll deductions from the participants' earnings for the
participant contributions. Contributions made in accordance with participants'
CODA agreements (see Note 1D) are recognized during the period in which the
Company makes payroll deductions from the participants' earnings.
F. Benefit Obligations:
Benefits are recorded when paid.
9
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
G. Risks and Uncertainties:
The Plan provides for various investment options in any combination of
investment funds described in Note 1C. Investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in market value could materially affect
participants' account balances and the amounts reported in the financial
statements.
H. Use of Estimates:
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying disclosures. Actual results could
differ from those estimates.
NOTE 3 - TAX STATUS:
--------------------
The Internal Revenue Service has determined and informed the Company via a
favorable determination letter dated August 22, 2001 that the Plan is designed
in accordance with applicable sections of the Code. Since the date of the most
recent request for determination to the Internal Revenue Service, the Company
has made certain amendments to the Plan. However, the Company believes the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE 4 - PARTICIPANT LOANS:
---------------------------
Upon application, the Trustees may make a loan to a participant in an
amount not exceeding 50% of the balance in the participant's account, or
$50,000, with a minimum loan of $1,000. Loan withdrawals are allocated, as
applicable, to the participant's balance in each of their investment funds. The
loans are collateralized by the balance in the participants' accounts and bear
interest at a fixed rate equal to the Citibank, N.A. prime rate, plus 1/2
percent, at date of withdrawal, but in no case in excess of the legal rate of
interest. Loans are subject to a loan origination fee of $30, which is deducted
from the loan proceeds. In addition, participants with outstanding loans are
subject to an annual administrative fee of $10, which is deducted from their
respective accounts each July, except for the first year of the loan.
Interest rates on outstanding participant loans at December 31, 2006 and
2005 range from approximately 4.5% to approximately 10.0%.
10
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
NOTE 5 - RELATED PARTY TRANSACTIONS:
-----------------------------------
The IFF Common Stock Fund invests in shares of the Company's stock. The
fund is designed as a means for employees to participate in the potential
long-term growth of the Company. Investments in the Company stock is a party in
interest transaction.
Most Plan investments consist of units in investment funds managed by
Vanguard. Vanguard is a party-in-interest as defined by ERISA.
In the opinion of the Plan administrator, fees paid during the year for
services rendered by parties-in-interest were based on customary and reasonable
rates for such services.
NOTE 6 - TRANSFER OF ASSETS:
----------------------------
Other asset transfers in 2006 include transfers of $287,468 and $41,291
from two affiliated plans.
NOTE 7 - NET APPRECIATION/(DEPRECIATION) ON INVESTMENTS:
--------------------------------------------------------
The net appreciation/(depreciation) in the fair value of investments
(including gains and losses on investments sold during the year) was as follows:
YEAR ENDED DECEMBER 31, 2006
International
Flavors & Fragrances Inc. Net Appreciation/
Common Stock Fund Mutual Funds (Depreciation)
----------------------- ---------------- --------------------
IFF Common Stock Fund $ 3,046,909 $ - $ 3,046,909
Vanguard Long-Term Investment Grade Fund (271,188) (271,188)
Vanguard 500 Index Fund 5,890,842 5,890,842
Vanguared U.S. Growth Fund 149,117 149,117
Vanguard International Growth Fund 1,689,959 1,689,959
Vanguared Total Bond Market Index Fund (70,870) (70,870)
Vanguard Explorer Fund (38,788) (38,788)
Vanguard PRIMECAP Fund 496,210 496,210
Vanguard Asset Allocation Fund 572,887 572,887
Vanguard Mid-Cap Index Fund 1,102,798 1,102,798
Vanguard Equity Income Fund 283,990 283,990
Vanguard Target Retirement 2005 Fund 23,439 23,439
Vanguard Target Retirement 2015 Fund 159,090 159,090
Vanguard Target Retirement 2025 Fund 117,152 117,152
Vanguard Target Retirement 2035 Fund 50,372 50,372
Vanguard Target Retirement 2045 Fund 29,737 29,737
Vanguard Target Retirement Income Fund (1,178) (1,178)
----------------------- ---------------- --------------------
$ 3,046,909 $ 10,183,569 $ 13,230,478
======================= ================ ====================
11
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
NOTE 7 - NET APPRECIATION/(DEPRECIATION) ON INVESTMENTS:
--------------------------------------------------------
YEAR ENDED DECEMBER 31, 2005
International
Flavors & Fragrances Inc. Net Appreciation/
Common Stock Fund Mutual Funds (Depreciation)
---------------------- ---------------- --------------------
IFF Common Stock Fund $ (2,252,746) $ - $(2,252,746)
Vanguard Long-Term Investment Grade Fund (38,863) (38,863)
Vanguard 500 Index Fund 1,372,812 1,372,812
Vanguared U.S. Growth Fund 1,160,284 1,160,284
Vanguard International Growth Fund 1,221,026 1,221,026
Vanguared Total Bond Market Index Fund (184,347) (184,347)
Vanguard Explorer Fund 18,208 18,208
Vanguard PRIMECAP Fund 352,550 352,550
Vanguard Asset Allocation Fund 117,274 117,274
Vanguard Mid-Cap Index Fund 934,189 934,189
Vanguard Equity Income Fund (74,070) (74,070)
---------------------- ---------------- --------------------
$ (2,252,746) $4,879,063 $ 2,626,317
====================== ================ ====================
NOTE 8 - PLAN INVESTMENTS REPRESENTING 5% OR MORE OF THE PLAN'S NET ASSETS:
---------------------------------------------------------------------------
Investments at fair value that represent 5% or more of the Plan's net
assets at December 31, 2006 and 2005 were as follows:
2006 2005
---- ----
Mutual Funds:
Vanguard Prime Money Market Fund $37,564,093 40,533,089
Vanguard 500 Index Fund 47,661,399 47,180,948
Vanguard U.S. Growth Fund 10,462,900 12,084,374
Vanguard Mid-Cap Index Fund 10,490,844 9,130,279
Vanguard International Growth Fund 17,171,345 12,707,392
Vanguard Total Bond Market Index Fund * 9,241,034
* Fair value of funds did not represent 5% or more of Plan assets at
December 31, 2006.
12
SUPPLEMENTAL SCHEDULE
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
EIN No. 13-1432060
PLAN No. 001
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
(a) (b) (c) (d) (e)
Description of Investment, including
Identity of Issue, Borrower, Lessor, or Maturity Date, Rate of Interest, Current
Similar Party Collateral, Par or Maturity Value Cost Value
------------------------------------------- ---------------------------------------------------------- ---------------
* International Flavors & Fragrances Inc. Common stock $ 6,252,021 $ 9,309,654
* Vanguard Retirement Savings Trust Common Collective Trust 5,948,436 5,948,436
* Vanguard Long-Term Investment Grade Fund Mutual Fund 6,910,788 7,001,516
* Vanguard Prime Money Market Fund Mutual Fund 37,564,093 37,564,093
* Vanguard 500 Index Fund Mutual Fund 35,089,050 47,661,399
* Vanguard U.S. Growth Fund Mutual Fund 12,014,569 10,462,900
* Vanguard International Growth Fund Mutual Fund 13,551,657 17,171,345
* Vanguard Total Bond Market Index Fund Mutual Fund 8,608,226 8,493,859
* Vanguard Explorer Fund Mutual Fund 6,380,329 6,986,540
* Vanguard PRIMECAP Fund Mutual Fund 7,868,887 9,354,503
* Vanguard Asset Allocation Fund Mutual Fund 4,509,003 5,405,823
* Vanguard Mid-Cap Index Fund Mutual Fund 7,900,443 10,490,844
* Vanguard Equity Income Fund Mutual Fund 3,611,556 3,853,258
* Vanguard Target Retirement 2005 Fund Mutual Fund 566,735 589,202
* Vanguard Target Retirement 2015 Fund Mutual Fund 4,444,478 4,601,209
* Vanguard Target Retirement 2025 Fund Mutual Fund 1,680,752 1,770,888
* Vanguard Target Retirement 2035 Fund Mutual Fund 888,366 940,252
* Vanguard Target Retirement 2045 Fund Mutual Fund 362,969 393,126
* Vanguard Target Retirement Income Fund Mutual Fund 257,163 255,987
* Participant Loans Varying maturity dates through
10/3/2016, interest ranging
from 4.5% to 10.0%, per annum 3,848,900 3,848,900
-------------- ---------------
TOTAL INVESTMENTS $ 168,258,421 $ 192,103,734
============== ===============
* Indicates party-in-interest to the Plan.
See independent auditors' report.
13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
International Flavors & Fragrances Inc.
Retirement Investment Fund Plan
Date: June 29, 2007
By: /s/ Steven J. Heaslip
------------------------
Steven J. Heaslip
Chairman, Administrative Committee
14
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-54423)of our report dated
June 28, 2007, relating to the financial statements and schedule of
the International Flavors & Fragrances Inc. Retirement Investment Fund
Plan appearing on this Form 11-K for the year ended December 31, 2006.
/s/ SMOLIN, LUPIN & CO., P.A.
-------------------------
Fairfield, New Jersey
June 28, 2007
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-54423) of International Flavors &
Fragrances Inc. of our report dated June 23, 2006 relating to the
financial statements of the International Flavors & Fragrances Inc.
Retirement Investment Fund Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
New York, New York
June 28, 2007