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Rule 424(c) Reg. No. 333-46932 INTERNATIONAL FLAVORS & FRAGRANCES INC. SUPPLEMENT TO PROSPECTUS DATED OCTOBER 16, 2000 The 1,907,000 shares of IFF's Common Stock in column (B) are covered by this Prospectus and are, or may be, offered by IFF's directors or officers who, at the time of such offering, will have acquired these shares upon the exercise of options granted since October 1, 2000 under the 2000 Stock Option Plan for Non-Employee Directors or the 2000 Stock Award and Incentive Plan, or as a result of an annual grant of 1,000 shares of Common Stock made to each non-employee director on October 1, 2001. The shares of Common Stock shown in column (A) below include 714,002 of shares of Common Stock which the named directors and officers of IFF have (or will have as of 60 days after that date) the right to acquire under stock options granted by IFF. - -------- (1) See page 4 of IFF's Proxy Statement for 2001 Annual Meeting of Shareholders which is incorporated by reference herein for a further description of the shares of IFF's Common Stock beneficially owned by Messrs. van Ameringen and van Dyke. Their percentage of beneficial ownership stated in the proxy statement will remain unchanged after the sale of the shares in column (B) above. (2) Includes 1,000 share stock award granted September 11, 2001 effective October 1, 2001. This supplement is dated December 26, 2001
Common Stock Which May be Sold -------------------------- (A) (B) Shares under Options or Awards Granted since October 1, 2000 which may Common Stock be offered for Owned as of the Selling December 31, Shareholder's Name Position with IFF Within the Past Three Years 2000(1) Account ---- ------------------------------------------------------- ------------ ---------------- Richard A. Goldstein.... Chairman of the Board and Chief Executive Officer since June 2000 510,000 801,000 D. Wayne Howard......... Executive Vice President, Global Operations since September 2000 0 115,000 Carlos Lobbosco......... Executive Vice President, Global Business Development since September 2000; Vice President prior thereto; Director 75,501 288,000 Julian W. Boyden........ Executive Vice President since November 2000 0 100,000 Stephen A. Block........ Senior Vice President, General Counsel and Secretary since February 2000; Senior Vice President, Law & Regulatory Affairs, and Secretary from May 1999 to February 2000; Vice President, Law & Regulatory Affairs, and Secretary prior thereto 61,432 187,500 Douglas J. Wetmore...... Senior Vice President and Chief Financial Officer since September 2000; Vice President and Chief Financial Officer from April 1998 to September 2000; Controller prior thereto; Director 32,667 154,500 Gail S. Belmuth......... Vice President, Corporate Communications since June 2001 0 25,000 Clint D. Brooks......... Vice President, Research and Development since October 2000 0 85,000 Steven J. Heaslip....... Vice President, Global Human Resources since September 4, 2001 0 23,000 William S. Kane......... Vice President, Human Resources from September 1999 to August 31, 2001 0 100,000 Margaret Hayes Adame.... Director 15,000 4,000(2) Gunter Blobel........... Director 0 4,000(2) J. Michael Cook......... Director 2,000 4,000(2) Peter A. Georgescu...... Director 2,000 4,000(2) Arthur C. Martinez...... Director 3,000 4,000(2) Henry P. van Ameringen.. Director 8,053,705 4,000(2) William D. van Dyke, III Director 7,299,493 4,000(2)