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(1)	Innovating Firsts - We seek to strengthen our position and drive differentiation in priority R&D platforms. In 2016, we launched four captive fragrance molecules and four new flavor modulators. We also continued to see sales growth with respect to products using our encapsulation technology.

(2)	Winning Where We Compete - Our ambition is to achieve a #1 or #2 market leadership position in key markets and categories and with specific customers. In 2016, we grew our sales in both our Flavors and Fragrances businesses in North America and the Middle East and Africa.

(3)

Becoming Our Customers' Partner of Choice - Our goal is to attain commercial excellence by providing our customers with in-depth local consumer understanding, industry-leading innovation, outstanding service and the highest quality products. In 2016, we achieved “core list” status with two key customers and received awards for business excellence from several customers. In addition, we received several business excellence awards from top customers and were rated gold by EcoVadis for sustainability, ranked top supplier.

(4)

Strengthening and Expanding the Portfolio - We actively pursue value-creation through partnerships, collaborations, and acquisitions within flavors, fragrances and adjacencies. We prioritize opportunities that provide (i) access to new technologies, (ii) the ability to increase our market share in key markets and with key customers or (iii) access to adjacent products or services that will position us to leverage our expertise in science and technology and our customer base. During 2016, we acquired David Michael to strengthen our share of the North American flavors business and announced our acquisition of Fragrance Resources, which was completed in January 2017. We expect these acquisitions to strengthen our market share position within the key markets of North America and Germany.

•

Continued Consumer Demand for Fresh, Clean and Authentic Products. Consumers in developed markets increasingly want to make food choices that promote a healthy lifestyle and are moving towards products with “all natural” or healthier ingredients. In addition, consumers, non-governmental organizations and governmental agencies are seeking more transparency in product labeling. In response, many of our customers are announcing initiatives to provide

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•

Expansion of Consumer Food Companies. The number of participants in the food industry continues to expand, with mid-sized regional companies and companies focused on niche-product categories joining the traditional global companies to drive and accelerate product innovation. As a result, larger food and beverage companies are seeing slower growth than in previous years. We continue to look for innovative and value-creating methods for serving this growing customer base as evidenced by our recent acquisitions of Ottens Flavors and David Michael. We believe these acquisitions will permit us to further penetrate small and mid-sized customers, primarily in North America.

◦

Fine Fragrances - Fine Fragrances focuses on perfumes and colognes. IFF’s scientists and perfumers collaborate to develop new molecules, new natural extractions, and innovative processes that enliven perfumers' palettes and help them create unique, inspiring fragrances. We have created some of the industry-leading fine fragrance classics as well as cutting-edge niche fragrances, as evidenced by the number of top sellers.

◦	Consumer Fragrances - Our Consumer Fragrances include five end-use categories of products:

▪	Fabric Care - laundry detergents, fabric softeners and specialty laundry products;

▪	Home Care - household cleaners, dishwashing detergents and air fresheners;

▪	Personal Wash, including bar soap and shower gel;

▪	Hair Care; and

▪	Toiletries.

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◦	discovery of new materials;

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◦	development of new technologies, such as delivery systems;

◦	creation of new compounds; and

◦	enhancement of existing ingredients and compounds.

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•	Positive Principles - We seek to embed the principles of eliminating the concept of waste, using clean renewable energy, and celebrating diversity into our company and culture.

•	Regenerative Products - We strive to intentionally design our products to continuously support well-being and have a positive contribution to society and the environment in a circular economy.

•	Sensational People - We seek to engage our employees and stakeholders to make a positive difference in the world.

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•	diversion of management attention from managing our historical core business;

•	potential disruption of our historical core business or of the acquired business;

•	the strain on, and need to continue to expand, our existing operational, technical, financial and administrative infrastructure;

•	challenges related to the lack of experience in operating in the geographical or product markets of the acquired business;

•	challenges in controlling additional costs and expenses in connection with and as a result of the acquisition;

•	difficulties in assimilating employees and corporate cultures or in integrating systems and controls;

•	difficulties in anticipating and responding to actions that may be taken by competitors;

•	difficulties in realizing the anticipated benefits of the transaction;

•	potential loss of key employees, key customers, suppliers or other partners of the acquired business; and

•	the assumption of and exposure to unknown or contingent liabilities of acquired businesses.

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•	governmental laws, regulations and policies adopted to manage national economic and macroeconomic conditions, such as increases in taxes, austerity measures that may impact consumer spending, monetary policies that may impact inflation rates, currency fluctuations and sustainability of resources;

•	changes in environmental, health and safety regulations, such as the continued implementation of the European Union’s REACH regulations, and the burdens and costs of our compliance with such regulations;

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•	the imposition of or changes in tariffs, quotas, trade barriers, other trade protection measures and import or export licensing requirements, by the United States or other Countries, which could adversely affect our cost or ability to import raw materials or export our flavors or fragrances to surrounding markets;

•	risks and costs arising from language and cultural differences;

•	changes in the laws and policies that govern foreign investment in the countries in which we operate, including the risk of expropriation or nationalization, and the costs and ability to repatriate the profit that we generate in these countries;

•	risks and costs associated with political and economic instability, bribery and corruption, and social and ethnic unrest in the countries in which we operate;

•	difficulty in recruiting and retaining trained local personnel;

•	natural disasters, pandemics or international conflicts, including terrorist acts, or national and regional labor strikes in the countries in which we operate, which could interrupt our operations or endanger our personnel; or

•	the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations and the enforceability of contract rights and intellectual property rights.

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•	the risk that we may be unable to integrate successfully the relocated manufacturing operations;

•	the risk that we may be unable to effectively reduce overhead, coordinate management and integrate and retain employees of the relocated manufacturing operations;

•	the risk that we may face difficulties in implementing and maintaining consistent standards, controls, procedures, policies and information systems;

•	potential strains on our personnel, systems and resources and diversion of attention from other priorities; and

•	unforeseen or contingent liabilities of the relocated manufacturing operations.

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(1)	Leased.

(2)	We have a 93.4% interest in the subsidiary company that owns this facility.

(3)	Land is leased and building and machinery and equipment are owned.

(4)	Building is leased and machinery and equipment are owned.

(5)	We have a 90% interest in the subsidiary company that leases the land and owns the buildings and machinery.

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(1)	The Cumulative Shareholder Return assumes that the value of an investment in our Common Stock and each index was $100 on December 31, 2011, and that all dividends were reinvested.

(2)

Due to the international scope and breadth of our business, we believe that a Peer Group comprising international public companies, which are representative of the customer group to which we sell our products, is the most appropriate group against which to compare shareholder returns. In July 2012, Sara Lee Corp. spun off certain of its businesses and changed its name to Hillshire Brands Co. Heinz (HJ) Co. was acquired by Hawk Acquisition Holding Corp on June 7, 2013 and has only been included through that date. Hillshire Brands Co. was acquired by Tyson Foods on August 28, 2014 and has

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(1)

Shares were repurchased pursuant to the repurchase program originally announced in December 2012 and amended in August 2015 (i) to increase from $250 million to $500 million the total purchase price of shares that may be repurchased under the program and (ii) to extend the program through December 31, 2017. Authorization of the repurchase program may be modified, suspended, or discontinued at any time.

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(d)	The sum of the 2015 Net Income per diluted share by quarter does not equal the earnings per share for the full year due to rounding.

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(a)

The 2016 amount includes $7,648 ($5,139 after tax) of costs related to the fair value step-up for the David Michael and Lucas Meyer acquisitions, $2,391 ($1,803 after tax) of operational improvement initiative costs consisting of accelerated depreciation and $658 ($533 after tax) of accelerated depreciation related to restructuring activities. The 2015 amount includes $6,825 ($4,516 after tax) of costs related to the fair value step-up of inventory for the Ottens Flavors and Lucas Meyer acquisitions and $1,115 ($836 after tax) of operational improvement initiative costs in Europe and Asia. The 2014 amount includes $7,641 ($5,221 after tax) of accelerated depreciation associated with the Fragrance Ingredients

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(b)

The 2016 amount includes $48,518 ($31,429 after tax) of legal charges/credits principally related to litigation accrual, $4,547 ($2,940 after tax) of acquisition-related costs related to the acquisitions of Lucas Meyer, David Michael and Fragrance Resources and $1,364 ($822 after tax) of severance costs related to the termination of a former executive officer. The 2015 amount includes $10,530 ($7,582 after tax) of reversal of the previously recorded provision for the Spanish capital tax case, $7,192 of expense for the acceleration of the contingent consideration payments related to the Aromor acquisition and $11,517 ($7,601 after tax) of acquisition-related costs for the Ottens and Lucas Meyer acquisitions. The 2013 amount includes $13,011 ($9,108 after tax) of expense associated with the Spanish capital tax case.

(c)	Restructuring and other charges after tax of $5,292 in 2015, $844 in 2014, $1,398 in 2013 and $1,047 in 2012, were the result of various restructuring and reorganization programs of the Company.

(d)	The 2016 amount includes $7,818 ($5,160 after tax) of gains related to the sale of property in Brazil.

(e)	The 2014 amount includes $723 ($470 after tax) and the 2013 amount includes $14,155 ($8,522 after tax) of net gains related to the sale of non-operating assets.

(f)	The 2015 amount includes $10,478 of settlements due to favorable tax rulings in jurisdictions for which reserves were previously recorded for ongoing tax disputes. The 2012 amount includes after tax charges of $72,362 related to the overall Spanish tax settlement.

(g)	Includes noncontrolling interest for all periods presented.

(h)	Current ratio is equal to current assets divided by current liabilities.

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(1)	Adjusted operating margin for the twelve months ended December 31, 2016 excludes net legal charges/credits of $48.5 million, acquisition related costs of $12.2 million, gain on sale of assets of $7.8 million, operational improvement initiative costs of $2.4 million and restructuring and other charges, net of $0.3 million.

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(1)	Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2016 period.

•

NOAM Flavors sales growth, which included the impact of acquisitions, primarily reflected high single-digit gains in Sweet and low single-digit gains in Beverage and Dairy. Total Fragrances sales growth reflected double-digit gains in Fragrance Ingredients (driven entirely by the impact of acquisitions), Fabric Care and Home Care categories, which more than offset low single-digit declines in Fine Fragrance.

•	EAME Flavors sales growth primarily reflected mid single-digit gains in Savory and Sweet and high single-digit gains in Dairy. EAME total Fragrances sales growth was driven by double-digit gains in Fragrance Ingredients (driven entirely by the impact of acquisitions) and Hair Care and low single-digit gains in Fabric Care.

•	LA Flavors sales growth was driven by double-digit growth in Savory and Dairy and high single-digit growth in Sweet. LA total Fragrances sales declined reflecting double-digit declines in Fragrance Ingredients as well as high

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•	GA Flavors sales growth was led by mid single-digit gains in Savory, Beverage and Sweet and high single-digit gains in Dairy. GA total Fragrances sales growth primarily reflected double-digit gains in Fragrance Ingredients (driven entirely by the impact of acquisitions) and Fabric Care and high single-digit growth in Personal Wash.

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(1)	Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2015 period.

•

NOAM Flavors sales growth, which included the impact of acquisitions, primarily reflected high double-digit growth in Sweet and Dairy and double-digit growth in Beverage. NOAM total Fragrances sales declined driven by double-digit declines in Toiletries, high single-digit declines in Fragrance Ingredients and mid single-digit declines in Fine Fragrance, which more than offset mid single-digit gains in Home Care and Fabric Care.

•	EAME Flavors sales growth primarily reflected mid single-digit gains in Savory and Beverage. EAME total Fragrances sales growth was driven by double-digit gains in the Fabric Care and mid single-digit growth in Fine Fragrance and Fragrance Ingredients, offset by the effects of currency, which included the impact of acquisitions.

•	LA Flavors sales growth was driven by double-digit gains in Beverage, Savory and Dairy. LA total Fragrances sales growth reflected double-digit gains in Fabric Care, Home Care and Hair Care categories as well as low single-digit gains in Fragrance Ingredients, which offset mid single-digit declines in Fine Fragrance.

•	GA Flavors sales growth was led by low single-digit gains in Savory and Dairy, which more than offset low single-digit declines in Sweet. GA total Fragrances sales growth primarily reflected high single-digit gains in Fragrance Ingredients and mid single-digit gains in Fabric Care, offset by the effects of currency.

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(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:

(1)	Specified items for the 12 months ended December 31, 2016 of $63.4 million consist of legal charges/credits principally related to litigation accrual, acquisition-related costs, restructuring charges and operational improvement initiative costs.

(2)	Non-cash items represent all other adjustments to reconcile net income to net cash provided by operations as presented on the Statement of Cash Flows, including gain on disposal of assets and stock-based compensation.

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(1)	See Note 9 to the Consolidated Financial Statements for a further discussion of our various borrowing facilities.

(2)	Operating leases include facility and other lease commitments executed in the normal course of the business, including sale leaseback obligations included in Note 8 of the Notes to the Consolidated Financial Statements. Further details concerning worldwide aggregate operating leases are contained in Note 18 of the Notes to the Consolidated Financial Statements.

(3)	See Note 14 of the Notes to the Consolidated Financial Statements for a further discussion of our retirement plans. Anticipated funding obligations are based on current actuarial assumptions. The projected contributions beyond fiscal year 2019 are not currently determinable.

(4)	Amounts represent expected future benefit payments for our postretirement benefit plans.

(5)	Purchase commitments include agreements for raw material procurement and contractual capital expenditures. Amounts for purchase commitments represent only those items which are based on agreements that are enforceable and legally binding.

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•	our ability to successfully identify and complete acquisitions in line with our Vision 2020 strategy, and to realize the anticipated benefits of those acquisitions;

•	our ability to effectively compete in our market, and to successfully develop new and competitive products that appeal to our customers and consumers;

•	changes in consumer preferences and demand for our products or a decline in consumer confidence and spending;

•	our ability to benefit from our investments and expansion in emerging markets;

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•	the impact of currency fluctuations or devaluations in the principal foreign markets in which we operate, including the devaluation of the Euro;

•	the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect our business;

•	the economic and political risks associated with our international operations, including current challenging economic conditions in China and Latin America;

•	the impact of any failure of our key information technology systems or a breach of information security;

•	our ability to attract and retain talented employees;

•	our ability to comply with, and the costs associated with compliance with, U.S. and foreign environmental protection laws;

•	our ability to realize expected cost savings and efficiencies from our profitability improvement initiatives and other optimization activities;

•	volatility and increases in the price of raw materials, energy and transportation;

•	fluctuations in the quality and availability of raw materials;

•	the impact of a disruption in our supply chain or our relationship with our suppliers;

•	any adverse impact on the availability, effectiveness and cost of our hedging and risk management strategies;

•	our ability to successfully manage our working capital and inventory balances;

•	uncertainties regarding the outcome of, or funding requirements, related to litigation or settlement of pending litigation, uncertain tax positions or other contingencies;

•	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;

•	adverse changes in federal, state, local and international tax legislation or policies, including with respect to transfer pricing and state aid, and adverse results of tax audits, assessments, or disputes; and

•	changes in market conditions or governmental regulations relating to our pension and postretirement obligations.

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(1)

During 2016 and 2015, the Company increased its deferred tax assets by $7.6 million and by $10.0 million, respectively, relating to an adjustment to the 2015 and 2014 foreign net operating loss carryforwards, respectively. The entire adjustments of $7.6 million and $10.0 million were offset by corresponding adjustments in valuation allowances. These adjustments are not considered material to the previously issued financial statements.

(2)	The Company executed a legal entity restructuring that resulted in a significant reduction of fully valued deferred tax assets.

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•	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.

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(1)	The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments.

(2)	The carrying amount of the Company's credit facilities and bank overdrafts approximates fair value as the interest rate is reset frequently based on current market rates as well as the short maturity of those instruments.

(3)	The fair value of the Company's long-term debt was calculated using discounted cash flows applying current interest rates and current credit spreads based on its own credit risk.

(4)	Amount is net of unamortized discount and debt issuance costs.

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(a)	Derivative assets are recorded to Prepaid expenses and other current assets in the Consolidated Balance Sheet.

(b)	Derivative liabilities are recorded as Other current liabilities in the Consolidated Balance Sheet.

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(1)	Interest rate swaps were entered into as pre-issuance hedges.

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*	Management contract or compensatory plan or arrangement

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1.	Purpose of the Plan

2.	Definitions

(a)	“Accounting Forfeiture Event” has the meaning set forth in Section 32.

(c)	“Annual Limit” has the meaning set forth in Section 3.

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(a)	Stock Subject to the Plan

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(b)	Individual Award Limits

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(a)	Exercise Price

(b)	Term and Exercise of Options

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(c)	Incentive Stock Options

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(a)	Calculation

(b)	Discretionary Reduction

(c)	Performance Measures

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(d)	Performance Schedules

(e)	Committee Determinations

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(b)	Increase or Decrease in Issued Shares Without Consideration

(c)	Certain Mergers and Other Transactions

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(d)	Other Changes

(f)	No Other Rights

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(a)	Change in Control

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(b)	Effect of Change in Control on Performance Incentive Awards

(c)	Termination of Employment

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(a)	Withholding

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(A)

For purposes of this Section 9(b)(ii), the term “Excess Compensation” means, the difference between (x) the fair market value of the cash or stock paid to or received by the Employee as part of its Severance Payments and Benefits less (y) the fair market value of the cash or stock that would have been paid to or received by the Employee had the financial statements requiring the misstatement or restatement been properly stated, in all cases as determined by the Committee in its sole discretion.

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(a)

Separation Payment. In accordance with the ESP, the Company will pay you a cash severance amount equal to $1,364,160, less applicable withholdings, which represents 1.5X the sum of your gross annual base salary of $560,000, and a pro-rated target bonus of $349,440 (the “Separation Payment”), payable to you in 18 equal, monthly installment payments in accordance with the Company’s normal payroll practices (the “Severance Pay Period”), beginning the first pay period which is at least five (5) days after the Effective Date (as defined in Section 15(e) below) of this Agreement.

(b)

Annual Incentive Plan Payment. You will be eligible to receive a prorated payment under, and in accordance with, the terms of the Annual Incentive Plan (“AIP”) award agreement for the 2016 fiscal year (the “AIP Agreement”). The amount payable to you, if any, shall be calculated and paid in accordance with the terms of the AIP Agreement based on the achievement of the pre-established performance goals applicable to the 2016 AIP.

(c)

Medical, Dental & Life Insurance Coverage. You will be eligible to participate in continued group medical, dental and life insurance coverage at the active employee rate, during the Severance Pay Period, provided that the Company’s obligation to provide this continued coverage (i) is subject to you continuing to make your portion of the monthly premium payments to the appropriate health care insurer (such amounts shall be withheld from the monthly installments of the Severance Payment); and (ii) shall immediately cease in the event you become eligible for different employer provided coverage, and you must notify the Company within one (1) week of becoming eligible for such different coverage. After the Severance Pay Period ends, you will be entitled to apply for continuation coverage of medical and dental benefits, at no cost to the Company, pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and New York State’s Insurance Law (mini-COBRA), if applicable, if you return an election form that will be provided to you under separate cover at your address on file with the Company. Please note that the Company’s offer to subsidize the COBRA or mini-COBRA premiums otherwise chargeable to you may adversely impact your eligibility to apply for individual insurance pursuant to the Affordable Care Act. You may wish to consult with a tax advisor or financial planner prior to electing COBRA or mini-COBRA continuation coverage or accepting the Company’s offer to subsidize such coverage during the Severance Pay Period.

(d)	Outplacement Services. The Company will provide you with twelve months of outplacement services through Mullin International, 212-768-3900. The contact person is Keith Mullin.

(e)

Equity Plan Benefits. The terms and conditions relating to the treatment of your Equity Choice Plan (“ECP”) awards, long-term incentive plan (“LTIP”) awards, or other equity awards in respect of the common stock of the Company (collectively, “Awards”), if any, shall be governed by the provisions of the applicable equity award plans and award agreements under the Company’s 2015 Stock Award and Incentive Plan (“SAIP”), as such equity plan, award agreements and SAIP may have been amended from time to time (collectively, “Award Documents”). In accordance with the respective Award Agreements, based on your termination as of the Separation Date:

(f)

401(k). If you are a participant in the Company’s 401(k) plan, you will receive written correspondence from Vanguard at the beginning of the month following the Separation Date, describing the vested balance in your 401(k) account and disposition options. In the meantime, if you need to contact Vanguard they can be reached at 800-320-6058 or vanguard.com. Your contributions, and the Company’s matching contributions on your behalf, to the 401(k) account will cease as of the Separation Date.

(g)

Deferred Compensation Plan. If you are a participant in the Company’s Deferred Compensation Plan, you will receive written correspondence from IFF at the beginning of the month following the Separation Date, describing the vested balance in your deferred compensation account and distribution details. In the meantime, if you need to contact Vanguard they can be reached at 800-320-6058 or vanguard.com. Your contributions, and the Company’s matching contributions, if any, will cease as of the Separation Date.

(h)	Termination of All Other Benefits. Except as specifically set out in this Section 2, all other benefits shall cease as of the Separation Date, including Accidental Death and Dismemberment Insurance, Vision Coverage and Short and Long-Term Disability Insurance.

(a)

You acknowledge and agree that, other than as specifically set forth in this Agreement, you are not due any compensation or benefits under any benefit plan, program or policy of the Company or its affiliates, including without limitation compensation for unpaid salary, unpaid bonus, commissions, disability benefits, severance, or accrued or unused vacation time or vacation pay; that you have received all leave (paid or unpaid), commissions and notice periods to which you are entitled; you have not worked any uncompensated time (regular or overtime), have no known workplace injuries or occupational diseases, and no other remuneration or benefits are due to you arising from or relating to your employment with the Company or the termination of your employment.

(b)

Payments under this Agreement will be made by the Company using such method of payment as it may determine in its discretion, including without limitation, by direct deposit to your bank account. Unless you advise the Company’s Payroll Department in writing of any changes to your banking information, any payments by direct deposit shall be into such bank account as is currently on file with the Payroll Department.

(a)

You understand and agree that nothing in this Agreement limits your right to bring an action to enforce the terms of this Agreement or to bring a proceeding pursuant to the OWBPA to challenge the validity of the release of claims pursuant to the ADEA consistent with the Equal Employment Opportunity Commission (“EEOC”) Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997.

(b)	You understand that the Release and Waiver contained in Section 4 above does not include a waiver of any claims or rights, which cannot be waived by law.

(c)	You warrant that you have not filed any suit, charge, complaint, grievance or proceeding against any Releasee in any court of the United States or any state or local governmental subdivision thereof, or with any administrative agency or arbitration panel, concerning any claim, demand, issue or cause of action covered by this Agreement.

(d)

You understand and agree that nothing in this Agreement, or any prior agreement you may have with any Releasee, does not prohibit or restrict you from lawfully communicating truthful information, or cooperating with, or otherwise assisting in an investigation by any governmental agency or self-regulatory organization regarding a possible violation of any federal law or responding to any inquiry from any such or organization, including an inquiry about the existence of this Agreement or its underlying facts, without first notifying Releasees.

(a)	Security Agreement. You acknowledge that, at the time you became employed or during the course of your employment with the Company, you signed a Security Agreement, which is attached hereto as Exhibit B. You represent that you have fully abided by by the terms and conditions of the Security Agreement during the course of your employment.

(b)

Non-Disparagement; Public Statements. Subject to your rights contained in Section 5(d), you agree not to directly or indirectly take any actions or make any statements that criticize, ridicule, disparage or are otherwise derogatory to the Company or any of the Releasees (as defined in Section 4) or any of their respective products or services, financial status or businesses, or that damage or is intended to damage the Company or any of the Releasees in any of their respective business relationships, or encourage the making of such statements or the taking of such actions by someone else. In addition, subject to your rights contained in Section 5(d), you agree not discuss, provide interviews or otherwise publicly make any statements about the Company or your experiences at the Company without the prior written consent of the Company.

(c)	Confidential and Proprietary Information.

(e)

Non-Solicitation. You agree that for a period of twenty-four (24) months following the Separation Date, you shall not, directly or indirectly, (i) solicit, induce, divert, employ or retain, or interfere with or attempt to influence the relationship of the Company or any of its affiliates, with any person or entity that is or was, during the last twelve (12) months of your employment with the Company, (A) an employee of the Company or any of its affiliates or (B) a person engaged to provide services to the Company or any of its affiliates, or (ii) interfere with or attempt to influence the relationship the Company or any of its affiliates has with any customer, supplier or other person with whom the Company or any of its affiliates does business.

(f)

Non-Compete. You agree that for a period of twelve (12) months following the Separation Date, without the prior written consent of the Executive Vice President of Human Resources, you shall not, directly or indirectly, become employed by, render services for, serve as an agent or consultant to, or become a partner, member, principal, stockholder or other owner of, any of the following entities: Firmenich, S.A., Givaudan, S.A., V. Mane Fils, S.A., Robertet, S.A., Sensient Technologies Corporation, Symrise A.G., Takasago International Corporation, Wild Flavors GmbH, Kerry, or any of their respective affiliates.

(g)	Return of Company Property.

(h)	Intellectual Property / Work Product.

(i)

Cooperation. You agree to make yourself available to testify on behalf of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to provide necessary information and meet and consult with members of management or other representatives of, or counsel to, the Company as reasonably requested. The Company's request for reasonable cooperation shall take into consideration your personal and business commitments and the amount of notice provided to you The Company will fully reimburse you for reasonable out-of-pocket expenses incurred in connection with such cooperation provided they are properly documented.

(j)	Compliance with Company Policy. You represent that, during your employment with the Company, you have not engaged in willful misconduct or violation of a Company policy that is materially detrimental to the Company or in any action or inaction that would constitute grounds for being terminated for Cause, as such term is defined in the ESP.

(k)

Resignation upon Termination. This Agreement represents your resignation from all board and board committee memberships, and all other offices and positions that you hold with or on behalf of the Company and all of its subsidiaries, affiliates, partnerships and joint ventures, effective as of the Separation Date. You agree to execute and return to the Company, simultaneously with the execution of this Agreement a letter in the form attached as Exhibit C, which separately confirms your resignation from such positions.

(l)	Execution of Documentation. You agree to execute any other documentation reasonably requested by the Company from time to time, and to deliver the same to the Company within such time as may be reasonably specified by the Company.

(a)

You and the Company hereby agree that the period and geographical areas of restriction imposed upon you by the provisions of Section 8 of this Agreement are fair and reasonable and are reasonably required for the protection of the Company. You acknowledge and agree that a breach by you of Section 8 of this Agreement, shall be deemed a material breach of this Agreement and that remedies at law will be inadequate to protect the Company and its affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, you agree to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm plus, if the Company prevails, its legal fees and costs to enforce these provisions. You expressly waive any security or bond that might otherwise be required in connection with such relief.

(b)

You further acknowledge and agree that the Company’s obligation to make any payments to you or provide you with any benefit or right pursuant to this Agreement is subject to your compliance with your obligations under Section 8, and that in the event of a breach by you of any provision of Section 8, (i) you shall be obligated to immediately repay to the Company all amounts and benefits theretofore paid to or received by you pursuant to this Agreement; and/or (ii) you shall forfeit any further payments or benefits under this Agreement.

(c)

You further acknowledge that under the terms of the SAIP and your other Award Documents, if you fail to comply with your obligations under Section 32(b) of the SAIP, including the non-competition, non-solicitation, confidentiality and cooperation obligations thereunder, or if a restatement or misstatement of the Company’s financial statements is required, some or all of your AIP, LTIP awards, ECP awards and other stock-based or cash awards may be subject to forfeiture or repayment in accordance with the terms of the respective Award Documents. However, nothing in the SAIP shall be deemed or construed to conflict with your rights under Section 5(d) of this Agreement.

(a)	You expressly agree that this Agreement shall be assignable by the Company to a successor to any of the businesses of the Company and you hereby expressly consent to such assignment.

(b)

In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, including the restrictions in Section 8 but excluding the general release language, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If the general release language is found to be illegal or unenforceable, you agree to execute a binding replacement release. In the event that one or more terms or provisions of this Agreement are deemed invalid or unenforceable by the laws of New York or any other state or jurisdiction in which it is to be enforced, by reason of being vague or unreasonable as to duration or geographic scope of activities restricted, or for any other reason, the provision in question shall be immediately amended or reformed to the extent necessary to make it valid and enforceable by the court of such jurisdiction charged with interpreting and/or enforcing such provision. You agree and acknowledge that the provision in question, as so amended or reformed, shall be valid and enforceable as though the invalid or unenforceable portion had never been included herein.

(a)	You have carefully read and understand this Agreement;

(b)

The Company has advised you in writing to consult with an attorney of your choosing before signing this Agreement and you have, in fact, retained and been represented by legal counsel of your own choosing in connection with, and before signing, this Agreement, and that the time afforded to you to consider the terms of this Agreement has provided you with a full and fair opportunity to thoroughly discuss all aspects of your rights and this Agreement with your attorney;

(c)

You acknowledge that you have had a reasonable period of twenty-one calendar days (the “Review Period”) to review and consider this Agreement before signing it. You understand that you may use as much of the Review Period as you wish before signing this Agreement. If you sign this Agreement prior to the expiration of the Review Period, you are acknowledging that you have voluntarily and knowingly waived the remainder of the Review Period with respect to such claims, and that the decision to accept a shortened period of time was not induced by the Company or any Released Party;

(d)	You understand the consequences of entering into this Agreement, including with respect to the restraints in Section 8 and the release and waiver in Section 4, that this Agreement is LEGALLY BINDING and by signing it you give up certain rights;

(e)

You understand that, following your execution of the Agreement, you will have a period of seven (7) calendar days to revoke this Agreement by delivering written notification addressed to the Company’s Executive Vice President, Chief Human Resources Officer, 521 West 57th Street, New York, NY 10019-2960, no later than the close of business on the seventh (7th) calendar day after you sign it (except that if the seventh (7th) calendar day after you sign the Agreement falls on a Saturday, Sunday or holiday observed by the Company, you shall have until the conclusion of the immediately next business day) (the “Revocation Period”). For purposes of this Agreement, the “Effective Date” as used herein shall mean the first (1st) calendar day after the Revocation Period expires without you revoking the Agreement.

(f)	As set forth in Section 4 herein, you KNOWINGLY AND VOLUNTARILY RELEASE the Releasees from any and all claims you may have, known or unknown, as of the date you sign this Agreement, in exchange for the benefits you have obtained in the Agreement, and that these benefits are in addition to any benefit you would have otherwise received if you did not sign this Agreement;

(g)	If you refuse to sign this Agreement within the Review Period or revoke this Agreement during the Revocation Period, this Agreement will not be effective and enforceable and you will not receive any of the payments or benefits set forth in Section 2, other than those you have a right to receive by law, if any; and

(h)	You have voluntarily chosen to enter into this Agreement and have not been forced or pressured in any way to sign it by any person or party.

Alison Cornell	International Flavors & Fragrances Inc.

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1.	I have reviewed this Annual Report on Form 10-K 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(s) 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

5.	The registrant’s other certifying officer(s) 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.

1.	I have reviewed this Annual Report on Form 10-K 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(s) 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

5.	The registrant’s other certifying officer(s) 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.