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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 of
The Securities Exchange Act of 1934

For the fiscal year ended Commission File Number
December 31, 2001 1-4858

International Flavors & Fragrances Inc.
(Exact name of Registrant as specified in its charter)

New York 13-1432060
(State or other (IRS
jurisdiction Employer Identification
of incorporation or No.)
organization)

521 West 57th Street, New 10019
York, N.Y.
(Address of principal (Zip Code)
executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, par value New York Stock Exchange
121/2c per share

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [_]

The Registrant does not believe any of its common stock is held by
"affiliates" of the Registrant within the meaning of Rule 405 of the Securities
and Exchange Commission. See "Stock Ownership" in proxy statement incorporated
by reference herein. The aggregate market value of all of the outstanding
voting stock of Registrant as of March 1, 2002 was $3,297,099,666.

Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of March 1, 2002.

94,445,708 shares of Common Stock, par value 121/2c per share

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 2001 (the "IFF 2001 Annual Report") are incorporated by
reference in Parts I, II and IV of this Form 10-K.

Portions of the Registrant's Proxy Statement to be sent in connection with
the 2002 Annual Meeting (the "IFF 2002 Proxy Statement") are incorporated by
reference in Part III of this Form 10-K.

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PART I

ITEM 1. BUSINESS.

International Flavors & Fragrances Inc., incorporated in New York in 1909
(the "Company"), is a leading creator and manufacturer of flavor and fragrance
products used by other manufacturers to impart or improve flavor or fragrance
in a wide variety of consumer products. Fragrance products are sold principally
to manufacturers of perfumes, cosmetics, toiletries, hair care products,
deodorants, soaps, detergents and air care products; flavor products are sold
principally to manufacturers of prepared foods, beverages, dairy foods,
pharmaceuticals and confectionery products.

The present world-wide scope of the Company's business is in part the result
of the 1958 combination of (i) the business conducted prior to the combination
primarily in the United States by the Company under the name van
Ameringen-Haebler, Inc. ("VAH") with (ii) the business conducted prior to the
combination primarily in Europe by N. V. Polak & Schwarz's Essencefabrieken, a
Dutch corporation ("P & S"). The P & S enterprise, founded in Holland in 1889,
was also engaged in the manufacture and sale of flavor and fragrance products,
with operations in a number of countries where VAH was not an important factor.

In November 2000, the Company acquired Bush Boake Allen Inc. ("BBA"), an
international flavor, fragrance and aroma chemical company with worldwide sales
of $499 million. This acquisition established the Company as the global leader
in flavor markets where BBA was an important factor, strengthened the Company's
already leading global fragrance position, enhanced the Company's product line
and customer base, particularly in certain emerging markets, and broadened and
enhanced the Company's management pool. During 2001, the Company made
significant progress in integrating the Company and BBA, leading to cost
savings, more efficient operations, and enhanced profitability. Integration
activities will continue through 2002.

In October 2000, the Company implemented a global reorganization under the
broad umbrellas of Business Development and Operations, rather than separate
divisions for flavors and fragrances. The responsibilities of Business
Development, whose purpose is to drive top line growth of the Company, include
category strategy, consumer research, product development, global sales and
marketing, research and development coordination and technical application. The
responsibilities of Operations, whose focus is on product delivery, product
planning and increasing productivity, include global supply chain,
manufacturing, customer service, quality control, logistics and distribution.
This reorganization is providing better support and service to the Company's
customers, many of whom require uniform global support to match their global
businesses, while enhancing Company productivity, from the supply chain through
manufacturing to product delivery and customer service. The Company has a
Regional Manager covering each major geographical region of the world. The
Regional Managers work with and are supported by both Business Development and
Operations.

The Company currently has 40 manufacturing facilities with the major
manufacturing facilities being located in the United States, The Netherlands,
France, Great Britain, Ireland, Spain, Switzerland, Germany, Argentina, Brazil,
Mexico, China, Singapore, Philippines, Indonesia, Japan, India and Australia.
The remaining manufacturing facilities are located in 8 other countries. The
Company maintains its own sales and distribution facilities in 36 countries and
is represented by sales agents in a few additional countries. The Company's
principal executive offices are located at 521 West 57th Street, New York, New
York 10019 (Tel. No. 212-765-5500). Except as the context otherwise indicates,
the term "the Company" as used herein refers to the Registrant and its
subsidiaries.

Markets

Fragrance products are used by customers in the manufacture of consumer
products such as soaps, detergents, cosmetic creams, lotions and powders,
lipsticks, after-shave lotions, deodorants, hair preparations, candles, air
fresheners and all-purpose cleaners, as well as in other consumer products
designed solely to appeal to the sense of smell, such as perfumes and colognes.
The cosmetics industry, including perfume and toiletries

manufacturers, is one of the Company's two largest fragrance customer groups.
Most of the major United States companies in this industry are customers of the
Company, and five of the largest United States cosmetics companies are among
its principal customers. The household products industry, including soaps and
detergents, is the other important fragrance customer group. Four of the
largest United States household product manufacturers are major customers of
the Company. In the three years ended December 31, 2001, 2000 and 1999 sales of
fragrance products accounted for approximately 55%, 59% and 59%, respectively,
of the Company's total sales on a reported basis.

Flavor products are sold principally to the food and beverage industries for
use in consumer products such as soft drinks, candies, baked goods, desserts,
prepared foods, dietary foods, dairy products, drink powders, pharmaceuticals,
snack foods and alcoholic beverages. Two of the Company's largest customers for
flavor products are major producers of prepared foods and beverages in the
United States. In the three years ended December 31, 2001, 2000 and 1999 sales
of flavor products accounted for approximately 45%, 41% and 41%, respectively,
of the Company's total sales on a reported basis.

Products

The Company's principal fragrance and flavor products consist of compounds
of large numbers of ingredients blended by it under formulas created by its
perfumers and flavorists. Most of these compounds contribute the total
fragrance or flavor to the consumer products in which they are used. This
fragrance or flavor characteristic is often a major factor in the public
selection and acceptance of the consumer end product. A smaller amount of
compounds is sold to manufacturers who further blend them to achieve the
finished fragrance or flavor in their consumer products. Thousands of compounds
are produced by the Company, and new compounds are constantly being created in
order to meet the many and changing characteristics of its customers' end
products. Most of the fragrance and flavor compounds are created and produced
for the exclusive use of particular customers. The Company's flavor products
also include extracts, concentrated juices, seasonings and concentrates derived
from various fruits, vegetables, nuts, herbs and spices as well as
microbiologically-derived ingredients. The Company's products are sold in solid
and liquid forms and in amounts ranging from a few pounds to many tons,
depending upon the nature of the product.

The ingredients used by the Company in its compounds are both synthetic and
natural. Most of the synthetic ingredients and key strategic natural
ingredients are manufactured by the Company. While the major part of the
Company's production of synthetic ingredients is used by it in its compounds, a
substantial portion is sold to others. The natural ingredients are derived from
flowers, fruits and other botanical products as well as from animal products.
They contain varying numbers of organic chemicals, which are responsible for
the fragrance or flavor of the natural product. The natural products are
purchased for the larger part in processed or semi-processed form. Some are
used in compounds in the state in which they are purchased and others after
further processing. Natural products, together with various chemicals, are also
used as raw materials for the manufacture of synthetic ingredients by chemical
processes.

Market Developments

The demand for consumer products utilizing flavors and fragrances has been
stimulated and broadened by changing social habits resulting from various
factors such as increases in personal income, employment of women, teen-age
population, leisure time, health concerns and urbanization and by the continued
growth in world population. In the fragrance field, these developments have
expanded the market for hair care, candles and air care products and deodorant
and personal wash products with finer fragrance quality, as well as the market
for colognes, toilet waters, men's toiletries and other products beyond
traditional luxury items such as perfumes. In the flavor field, similar market
characteristics have stimulated the demand for products such as convenience
foods, soft drinks and low-cholesterol and low-fat food products that must
conform to expected tastes. New and improved methods of packaging, application
and dispensing have been developed for many consumer products which utilize
some of the Company's flavor or fragrance products. These developments have
called for the

creation by the Company of many new compounds and ingredients compatible with
the newly introduced materials and methods of application used in consumer end
products.

Product Development and Research

The development of new fragrance and flavor compounds is a complex artistic
and technical process calling upon the combined knowledge and talents of the
Company's creative perfumers and flavorists and its application chemists and
research chemists. Through long experience, the perfumers and flavorists
develop and refine their skill for creating fragrances or flavors best suited
to the market requirements of the customers' products.

An important contribution to the creation of new fragrance and flavor
products is the development in the Company's research laboratories of new
ingredients having fragrance or flavor value. The principal functions of the
fragrance research program are to isolate and synthesize fragrance components
found in natural substances and through chemical synthesis in order to develop
new materials and better techniques for utilization of such materials. The
principal functions of the flavor research program are to isolate and produce
natural flavor ingredients utilizing improved processes.

The work of the perfumers and flavorists is conducted in 38 fragrance and
flavor laboratories in 27 countries. The Company maintains a research center at
Union Beach, New Jersey. The Company spent $135,248,000 in 2001, $112,671,000
in 2000 and $103,794,000 in 1999 on its research and development activities.
These expenditures are expected to increase in 2002 to approximately
$149,000,000. Of the amount expended in 2001 on such activities, 63% was for
fragrances and the balance was for flavors. The Company employed 1,060 persons
in 2001 and 1,186 persons in 2000 in such activities.

The business of the Company is not materially dependent upon any patents,
trademarks or licenses.

Distribution

Most of the Company's sales are made through its own sales force, operating
from 8 sales offices in the United States and 53 sales offices in 35 foreign
countries. Sales in other countries are made through sales agents. For the year
ended December 31, 2001, 32% of the Company's sales were to customers in North
America, 31% in Europe, 16% in Asia-Pacific, 14% in Latin America and 7% in
Central Asia, Middle East. For other information with respect to the management
of the Company's operations by major geographical region, see Note 12 of the
Notes to the Company's Consolidated Financial Statements on pages 43-45 of the
IFF 2001 Annual Report. Such Consolidated Financial Statements are incorporated
by reference herein.

The Company estimates that during 2001 its 30 largest customers accounted
for about 48% of its sales, its four largest customers and their affiliates
accounted for about 7%, 7%, 5% and 5%, respectively, of its sales, and no other
single customer accounted for more than 3% of sales.

Governmental Regulation

Manufacture and sale of the Company's products are subject to regulation in
the United States by the Food and Drug Administration, the Agriculture
Department, the Bureau of Alcohol, Tobacco and Firearms, the Environmental
Protection Agency, the Occupational Safety and Health Administration, the Drug
Enforcement Administration and state authorities. Foreign subsidiaries are
subject to similar regulation in a number of countries. Compliance with
existing governmental requirements regulating the discharge of materials into
the environment has not materially affected the Company's operations, earnings
or competitive position. The Company expects to spend in 2002 approximately
$6,100,000 in capital projects and $12,300,000 in operating expenses and
governmental charges for the purpose of complying with such requirements. The
Company expects that in 2003 capital expenditures, operating expenses and
governmental charges for such purpose will not be materially different.

Raw Material Purchases

More than 5,000 different raw materials are purchased from many sources all
over the world. The principal natural raw material purchases consist of
essential oils, extracts and concentrates derived from fruits, vegetables,
flowers, woods and other botanicals, animal products and raw fruits. The
principal synthetic raw material purchases consist of organic chemicals. The
Company believes that alternate sources of materials are available to enable it
to maintain its competitive position in the event of any interruption in the
supply of raw materials from present sources.

Competition

The Company has more than 50 competitors in the United States and world
markets. While no single factor is responsible, the Company's competitive
position is based principally on the creative skills of its perfumers and
flavorists, the technological advances resulting from its research and
development, the quality of its customer service and the support provided by
its marketing and application groups, and its understanding of consumers.
Although statistics are not available, the Company believes that it is the
largest company producing and marketing on an international basis a wide range
of fragrance and flavor products of the types manufactured by it for sale to
manufacturers of consumer products. In particular countries and localities, the
Company faces the competition of numerous companies specializing in certain
product lines, among which are some companies larger than the Company and some
more important in a particular product line or lines. Most of the Company's
customers do not buy all their fragrance or flavor products from the same
supplier, and some customers make their own fragrance or flavor compounds with
ingredients supplied by the Company or others.

Employee Relations

The Company at December 31, 2001 employed 5,929 persons, of whom 1,770 were
employed in the United States. The Company has never experienced a work
stoppage or strike and it considers that its employee relations are
satisfactory.

Cautionary Statement

Statements in this Annual Report on Form 10-K (including information
incorporated herein by reference from the IFF 2001 Annual Report) which are not
historical facts or information are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, and are
subject to risks and uncertainties that could cause the Company's actual
results to differ materially from those expressed or implied by such
forward-looking statements. Risks and uncertainties with respect to the
Company's business include general economic and business conditions, interest
rates, the price and availability of raw materials, and political and economic
uncertainties, including the fluctuation or devaluation of currencies in
countries in which the Company does business. The Company intends its
forward-looking statements to speak only as of the time of such statements, and
does not undertake to update or revise them as more information becomes
available.

ITEM 2. PROPERTIES.

The principal manufacturing and research properties of the Company are as
follows:

Location Operation
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United States
New York, NY....... Fragrance laboratories.
Augusta, GA........ Production of fragrance chemical ingredients.
Hazlet, NJ......... Production of fragrance compounds; fragrance laboratories.
South Brunswick, NJ Production of flavor ingredients and compounds; flavor laboratories.
Union Beach, NJ.... Research and development center.
Menomonee Falls, WI Production of flavor compounds, flavor ingredients and bacterial
cultures.
Carrollton, TX(1).. Production of seasonings.
Chicago, IL........ Production of flavor ingredients and compounds.
Jacksonville, FL... Production of fragrance chemical ingredients.
Netherlands
Hilversum.......... Flavor and fragrance laboratories.
Tilburg............ Production of flavor and fragrance compounds and flavor ingredients.
France
Bois-Colombes...... Fragrance laboratories.
Dijon.............. Production of fragrance ingredients and compounds, flavor ingredients
and compounds and fruit preparations; flavor laboratories.
Grasse............. Production of fragrance and flavor ingredients; fragrance laboratories.
Great Britain
Haverhill.......... Production of flavor compounds and ingredients, and fragrance
chemical ingredients; flavor laboratories.
Long Melford....... Production of seasonings.
Witham............. Production of flavor ingredients and compounds.
Ireland
Drogheda........... Production of fragrance compounds.
Spain
Benicarlo.......... Production of fragrance chemical ingredients.
Switzerland
Reinach-Aargau..... Production of fruit preparations and flavor ingredients and
compounds; flavor laboratories.
Germany
Emmerich/Rhein..... Production of fruit preparations and flavor ingredients and
compounds; flavor laboratories.
Argentina
Garin.............. Production of flavor ingredients and compounds; production of
fragrance compounds; flavor laboratories.
Brazil
Rio de Janeiro..... Production of fragrance compounds.
Taubate............ Production of flavor ingredients and compounds; flavor laboratories.
Mexico
Tlalnepantla....... Production of flavor compounds, fruit preparations and fragrance
compounds; flavor and fragrance laboratories.
China
Guangzhou(1)....... Production of flavor and fragrance compounds; flavor laboratories.
Shanghai(1)........ Flavor and fragrance laboratories.
India
Chennai(2)......... Production of flavor and fragrance compounds and flavor ingredients.

Location Operation
-------- ---------

Singapore
Jurong(3)... Production of flavor and fragrance compounds and flavor ingredients.
Science Park Flavor and fragrance laboratories.
Philippines
Manila(1)... Production of flavor and fragrance compounds and flavor ingredients.
Indonesia
Jakarta(3).. Production of flavor and fragrance compounds and ingredients; flavor
and fragrance laboratories.
Japan
Gotemba..... Production of flavor compounds.
Australia
Melbourne... Production of flavor and fragrance compounds and flavor ingredients.
Sydney...... Production of seasonings.

- --------
(1) Leased.
(2) The Company has approximately a 75% interest in the subsidiary company
which owns this facility.
(3) Land is leased and building is owned.

The principal executive offices of the Company and its New York laboratory
facilities are located at 521 West 57th Street, New York City. As a result of
the acquisition of BBA, the Company is currently in the process of
consolidating or eliminating duplicate facilities. The Company believes that
the facilities that will remain following this consolidation process will meet
its present needs and anticipated needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

On September 7, 2001, the Company was named as a defendant in a purported
class action brought against it in the Circuit Court of Jasper County,
Missouri, on behalf of employees of a plant owned and operated by Gilster-Mary
Lee Corp. in Jasper, Missouri. The plaintiffs are alleging that they sustained
respiratory injuries in the workplace due to the use by Gilster-Mary Lee of a
BBA flavor. All BBA and IFF flavors meet the requirements of the U. S. Food and
Drug Administration and are safe for handling and use by workers in food
manufacturing plants when used according to specified safety procedures. Based
on the preliminary report issued by the National Institute for Occupational
Safety and Health (NIOSH), it appears any injuries the plaintiffs may have
suffered are related to inadequate workplace conditions.

This case is in its preliminary stages. The Company does not expect this
litigation to have a material adverse effect on the Company's financial
condition, results of operations or liquidity.

Over the past twenty years, various Federal and State authorities and
private parties have claimed that the Company is a potentially responsible
party as a generator of waste materials for alleged pollution at a number of
waste sites operated by third parties located principally in New Jersey and
seek to recover costs incurred and to be incurred to clean up the sites.

The waste site claims and suits usually involve million dollar amounts, and
most of them are asserted against many potentially responsible parties.
Remedial activities typically consist of several phases carried out over a
period of years. Most site remedies begin with investigation and feasibility
studies, followed by physical removal, destruction, treatment or containment of
contaminated soil and debris, and sometimes by groundwater monitoring and
treatment. To date, the Company's financial responsibility for some sites has
been settled through agreements granting the Company, in exchange for one or
more cash payments made or to be made, either complete release of liability or,
for certain sites, release from further liability for early and/or later
remediation phases, subject to certain "re-opener" clauses for later-discovered
conditions. Settlements in respect of some sites

involve, in part, payment by the Company, and other parties, of a percentage of
the site's future remediation costs over a period of years. At present, only
three sites remain the subject of significant unsettled claims.

The Company believes that the amounts it has paid and anticipates paying in
the future for clean-up costs and damages at all sites are not and will not be
material to the Company's financial condition, results of operations or
liquidity, because of the involvement of other large potentially responsible
parties at most sites, because payment will be made over an extended time
period and because, pursuant to an agreement reached in July 1994 with three of
the Company's liability insurers, defense costs and indemnity amounts payable
by the Company in respect of the sites will be shared by the insurers up to an
agreed amount.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

Executive Officers of Registrant:

Year
First
Became
Name Office and Other Business Experience(2) Age Officer
---- --------------------------------------- --- -------

Richard A. Goldstein(1) Chairman of the Board and Chief Executive 60 2000
Officer since June 2000; President and
Chief Executive Officer of Unilever United
States, Inc. and Business Group President of
Unilever North American Foods, home,
personal care and food products companies,
prior thereto; Director, Legacy Hotels;
Director, Fiduciary Trust Company
International; Director, The Interpublic
Group of Companies, Inc.; Director,
Continuum Health Partners, Inc.
Julian W. Boyden....... Executive Vice President since November 57 2000
2000; Chairman of the Board, President and
Chief Executive Officer of Bush Boake
Allen Inc., a flavor and fragrance company,
prior thereto.
D. Wayne Howard........ Executive Vice President, Global Operations 46 2000
since September 2000; Vice President,
Supply Chain Strategy of Nordstrom, Inc., a
retailer, from January 2000 to August 2000;
Vice President, Strategic Sourcing, North
America of Unilever North American
Foods, a home, personal care and food
products company, from January 1998 to
December 1999; Vice President, Sourcing
of Lipton, division of Unilever, from
February 1997 to December 1997; Vice
President, Supply Chain of Thomas J.
Lipton Company, a food products company,
prior thereto.

Year
First
Became
Name Office and Other Business Experience(2) Age Officer
---- --------------------------------------- --- -------

Carlos A. Lobbosco Executive Vice President, Global Business 62 1993
Development since September 2000; Vice
President prior thereto; Director.
Stephen A. Block.. Senior Vice President, General Counsel and 57 1993
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.
Douglas J. Wetmore Senior Vice President and Chief Financial 44 1992
Officer since September 2000; Vice
President and Chief Financial Officer from
April 1998 to September 2000; Controller
prior thereto; Director.
Gail S. Belmuth... Vice President, Corporate Communications 38 2001
since June 2001; President and COO of
Banner McBride North America, a change
management consulting firm, from May
2000 to May 2001; Managing Director,
Burson-Marsteller, a public relations firm,
from December 1997 to May 2000; Vice
President, Shepardson Stern and Kaminsky,
an advertising and management consulting
firm, prior thereto.
Clint D. Brooks... Vice President, Research and Development 50 2000
since October 2000; Director of Chemical
Sciences, Abbott Laboratories, a
Pharmaceutical company, prior thereto.
Steven J. Heaslip. Vice President, Global Human Resources 44 2001
since September 2001; Senior Vice
President, Human Resources, Elizabeth
Arden, a manufacturer of prestige beauty
products, prior thereto.

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(1) Member of Executive Committee of the Board of Directors.
(2) Employed by the Company or an affiliated company for the last five years,
except as otherwise indicated.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.

(a) Market Information.

The Company's common stock is traded principally on the New York Stock
Exchange. The high and low stock prices for each quarter during the last two
years were:

2001 2000
---- ----
Quarter High Low High Low
------- ---- --- ---- ---

First.. $22.76 $19.75 $37.94 $28.75
Second. 28.20 21.25 37.81 28.81
Third.. 31.60 24.97 30.94 17.38
Fourth. 31.69 24.10 20.81 14.69

(b) Approximate Number of Equity Security Holders.

(B)
(A) Number of record holders as
Title of Class of December 31, 2001
-------------- ---------------------------

Common stock, par value 12 1/2c per share 3,394

Cash dividends declared per share for each quarter since January 2000 were
as follows:

2002 2001 2000
- ---- ---- ----

First. $.15 $.15 $.38
Second .15 .38
Third. .15 .38
Fourth .15 .15

ITEM 6. SELECTED FINANCIAL DATA.

Information setting forth the selected financial data required by this Item
6 appears on page 50 of the IFF 2001 Annual Report. Such information is
incorporated by reference in this Item 6. The BBA operating results are
included in the Company's consolidated results from November 3, 2000, the date
of the acquisition of BBA.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.

The Company's Management's Discussion and Analysis of Results of Operations
and Financial Condition required by this Item 7 appears in the text under the
caption "Management's Discussion and Analysis of Results of Operations and
Financial Condition" on pages 25 to 31 of the IFF 2001 Annual Report. Such
information is incorporated by reference in this Item 7.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information on quantitative and qualitative disclosures about market risk
required by this Item 7A appears in Note 14 on page 48 of the IFF 2001 Annual
Report. Such information is incorporated by reference in this Item 7A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements of the Company and its subsidiaries
and the notes thereto, listed in Item 14(a)(1) and included in the IFF 2001
Annual Report on pages 33 through 48, together with the report thereon of
PricewaterhouseCoopers LLP dated January 28, 2002 on page 32 of the IFF 2001
Annual Report, and quarterly financial information on page 49 of the IFF 2001
Annual Report, are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information relating to directors and nominees of the Company is set
forth under the caption "Election of Directors" in the IFF 2002 Proxy Statement
and is incorporated by reference herein. The information under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" that appears in the
IFF 2002 Proxy Statement is also incorporated by reference herein. See Part I,
Item 4 for the Company's Executive Officers.

ITEM 11. EXECUTIVE COMPENSATION.

The information relating to executive compensation is set forth under the
captions "Summary Compensation," "Option Grants in 2001," "Aggregated Option
Exercises in 2001 and Option Values at December 31, 2001," "Directors'
Compensation," "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements," "Executive Separation Policy" and "Pension
Plans" in the IFF 2002 Proxy Statement and such information is incorporated by
reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information relating to security ownership of management and certain
beneficial owners is set forth under the captions "Election of Directors" and
"Security Ownership" in the IFF 2002 Proxy Statement and such information is
incorporated by reference herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information regarding certain relationships and related transactions is
set forth under the captions "Compensation Committee Interlocks and Insider
Participation" and "Additional Information" in the IFF 2002 Proxy Statement and
such information is incorporated by reference herein.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1) FINANCIAL STATEMENTS. The following consolidated financial
statements, related notes and independent accountants' report from the IFF 2001
Annual Report are incorporated by reference into Item 8 of Part II of this
Annual Report on Form 10-K:

Page
No.
----

Consolidated Statements of Income and Retained Earnings for the three years
ended December 31, 2001.................................................. 33
Consolidated Balance Sheet--December 31, 2001 and 2000..................... 34
Consolidated Statement of Cash Flows for the three years ended December 31,
2001..................................................................... 35
Notes to Consolidated Financial Statements................................. 36
Report of Independent Accountants.......................................... 32

(a)(2) FINANCIAL STATEMENT SCHEDULES. The following schedule is included in
Part IV of this Annual Report on Form 10-K:

Schedule II--Valuation and Qualifying Accounts and Reserves for the three
years ended December 31, 2001.......................................... S-1
Report of Independent Accountants on Financial Statement Schedule........ 18

All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

(a)(3) EXHIBITS.

Number
- ------

2 Agreement and Plan of Merger dated as of September 25, 2000 among Registrant, Bush Boake Allen
Inc. and B Acquisition Corp. incorporated by reference to Exhibit 2.1 to Registrant's Report on Form
8-K dated September 25, 2000.

3 (i ) Restated Certificate of Incorporation of Registrant, incorporated by reference to Exhibit 3 to
Registrant's Report on Form 10-K for fiscal year ended December 31, 1993.

3 (ii) By-laws of Registrant, as amended through March 12, 2002.

4.1 Shareholders Protection Rights Agreement dated as of March 21, 2000 between Registrant and The
Bank of New York, as Rights Agent, incorporated by reference to Exhibit 4 to Registrant's Report on
Form 8-K dated March 22, 2000.

4.1a First Amendment dated as of September 26, 2000, to Shareholder Protection Rights Agreement,
incorporated by reference to Exhibit 4 to Registrant's Report on Form 8-K dated September 26, 2000.

4.2 Specimen Certificates of Registrant's Common Stock bearing legend notifying of Shareholder
Protection Rights Agreement, incorporated by reference to Exhibit 4(b) to Registrant's Registration
Statement on Form S-3 filed on September 29, 2000 (Reg. No. 333-46932).

4.3 Indenture, dated as of May 1, 2001, between International Flavors & Fragrances Inc. and Bank One
Trust Company, N. A., as Trustee, incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-4 dated June 26, 2001 (Reg. No. 333-63910).

4.4 First Supplemental Indenture, dated as of May 7, 2001, between International Flavors & Fragrances
Inc. and Bank One Trust & Company, N. A., as Trustee, incorporated by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-4 dated June 26, 2001 (Reg. No. 333-63910).

Number
- ------

4.5 Form of 6.45% Note due 2006 (included in 4.4), incorporated by reference to Exhibit 4.2.1 to
Registrant's Registration Statement on Form S-4 dated June 26, 2001 (Reg. No. 333-63910).

4.6 Registration Rights Agreement, dated May 7, 2001, among International Flavors & Fragrances Inc.
and Salomon Smith Barney Inc., Banc One Capitals Markets, Inc., First Union Securities, Inc. and
Tokyo-Mitsubishi International plc, as representatives of the Initial Purchasers, incorporated by
reference to Exhibit 4.3 to Registrant's Registration Statement on Form S-4 dated June 26, 2001 (Reg.
No. 333-63910).
9 Not applicable.

* 10.1 Memorandum of Understanding between Registrant and Richard A. Goldstein, Chairman of the Board
and Chief Executive Officer of Registrant, approved by Registrant's Board of Directors on April 13,
2000, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated August
14, 2000.

*10.2 Agreement dated June 23, 1998 between Registrant and Carlos A. Lobbosco, Executive Vice
President of Registrant, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form
10-Q dated November 13, 1998.

*10.2a Agreement dated as of October 1, 1999 between Registrant and Carlos A. Lobbosco, Executive Vice
President of Registrant, incorporated by reference to Exhibit 10(o) to Registrant's Report on Form
10-K for fiscal year ended December 31, 1999.

*10.2b Agreement dated July 25, 2001 between Registrant and Carlos A. Lobbosco, Executive Vice
President, Business Development, incorporated by reference to Exhibit 10(b) to Registrant's Report on
Form 10-Q dated August 14, 2001.

*10.3 Separation Agreement dated as of July 16, 2001 between Registrant and William S. Kane, Vice
President, Human Resources of Registrant, incorporated by reference to Exhibit 10(c) to Registrant's
Report on Form 10-Q dated August 14, 2001.

*10.4 Supplemental Retirement Plan adopted by Board of Directors on October 29, 1986, incorporated by
reference to Exhibit 10(e) to Registrant's Report on Form 10-Q dated May 14, 1997.

*10.5 Registrant's Supplemental Retirement Investment Plan adopted by Registrant's Board of Directors on
November 14, 1989, as amended through June 30, 2000, incorporated by reference to Exhibit 10(f) to
Registrant's Report on Form 10-K for the fiscal year ending December 31, 2000.

*10.6 Registrant's 2000 Stock Award and Incentive Plan adopted by Registrant's Board of Directors on
March 9, 2000, as amended by the Board on November 14, 2000, incorporated by reference to Exhibit
10(g) to Registrant's Report on Form 10-K for the fiscal year ending December 31, 2000.

*10.7 2000 Supplemental Stock Award Plan adopted by Registrant's Board of Directors on November 14,
2000, incorporated by reference to Exhibit 99.1 to Registrant's Registration Statement on Form S-8
filed on December 7, 2000 (Reg. No. 333-51436).

*10.8 Restated Management Incentive Compensation Plan of Registrant, incorporated by reference to
Exhibit A to the Registrant's Proxy Statement dated March 28, 1995.

*10.9 Registrant's Executive Death Benefit Plan effective July 1, 1990, incorporated by reference to Exhibit
10(c) to Registrant's Report on Form 10-Q dated May 14, 1997.

*10.10 Registrant's "Vision 2001 Compensation Program" adopted by Registrant's Board of Directors on
December 12, 2000, incorporated by reference to Exhibit 10(k) to Registrant's Report on Form 10-K
for the fiscal year ended December 31, 2000.

*10.11 Registrant's Executive Separation Policy, approved by Registrant's Board of Directors on October 10,
2000, incorporated by reference to Exhibit 10(l) to Registrant's Report on Form 10-K for the fiscal
year ended December 31, 2000.

Number
- ------

10.12 Trust Agreement dated October 4, 2000 among Registrant, First Union National Bank and Buck
Consultants Inc. approved by Registrant's Board of Directors on September 12, 2000, incorporated
by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q dated November 14, 2000.

*10.13 Stock Option Plan for Non-Employee Directors, incorporated by reference to Exhibit 10(h) to
Registrant's Report on Form 10-Q dated May 14, 1997.

*10.13a 2000 Stock Option Plan for Non-Employee Directors adopted by Registrant's Board of Directors on
February 8, 2000, incorporated by reference to the Registrant's Proxy Statement dated March 29,
2000.
*10.14 Director Charitable Contribution Program adopted by the Board of Directors on February 14, 1995,
incorporated by reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1994.
*10.15 Resolutions approving Non-Employee Directors' Annual Stock Grant Program adopted by
Registrant's Board of Directors on September 12, 2000, incorporated by reference to Exhibit 99(c) to
Registrant's Registration Statement on Form S-3 filed on September 29, 2000 (Reg. No. 333-46932).
*10.16 Registrant's Directors' Deferred Compensation Plan adopted by Registrant's Board of Directors on
September 15, 1981 as amended through September 1, 2000, incorporated by reference to Exhibit
99(d) to Registrant's Registration Statement on Form S-3 filed on September 29, 2000 (Reg. No. 333-
46932).
*10.17 Registrant's 1997 Employee Stock Option Plan, incorporated by reference to Exhibit A to the
Registrant's Proxy Statement dated March 27, 1997.
*10.17a Amendments to 1997 Employee Stock Option Plan adopted by Registrant's Board of Directors on
February 8, 2000, incorporated by reference to Exhibit 10(ll) to Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1999.

*10.18 Registrant's Global Employee Stock Purchase Plan adopted by Registrant's Board of Directors on
November 14, 2000, incorporated by reference to Exhibit B to Registrant's Proxy Statement dated
March 30, 2001.

*10.19 Registrant's Senior Officer Stock Exercise Loan Program adopted by Registrant's Board of Directors
on November 13, 2001.

10.20 Amended and Restated 364-day Credit Agreement dated as of May 30, 2000 among Registrant, as
Borrower, certain Initial Lenders, Citibank, N.A., as Agent, and Salomon Smith Barney Inc., as
Arranger, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q dated
August 14, 2000.

10.21 180-day Credit Agreement dated as of November 2, 2000 among Registrant, as Borrower, certain
Initial Lenders, Citibank, N.A. as Agent and Salomon Smith Barney Inc. as Arranger, incorporated by
reference to Exhibit 10(v) to Registrant's Report on Form 10-K for the fiscal year ending December
31, 2000.

10.22 364-day Credit Agreement dated as of November 28, 2000 among Registrant as Borrower, certain
Initial Lenders, Citibank, N.A. as Agent, First Union National Bank and Bank of Tokyo-Mitsubishi
Trust Company, as Syndication Agents, Fortis (USA) Finance LLC., as Co-Agent, and Salomon
Smith Barney Inc. as Arranger, incorporated by reference to Exhibit 10(w) to Registrant's Report on
Form 10-K for the fiscal year ending December 31, 2000.

10.22a Letter Amendment dated as of December 31, 2000 to the 364-day Credit Agreement dated as of
November 28, 2000 among Registrant, as Borrower, certain Initial Lenders, Citibank, N.A., as Agent,
First Union National Bank and Bank of Tokyo-Mitsubishi Trust Company, as Syndication Agents,
Fortis (USA) Finance LLC., as Co-Agent, and Salomon Smith Barney Inc., as Arranger, incorporated
by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated August 14, 2001.

Number
- ------

10.23 364-day Credit Agreement dated as of September 26, 2001 among the Company, as Borrower, certain
Initial Lenders, Citibank N.A., as Administrative Agent, and Salomon Smith Barney Inc., as Arranger,
incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated November 14,
2001.

10.24 Five Year Credit Agreement dated as of September 26, 2001 among the Company, as Borrower,
certain Initial Lenders, Citibank N.A., as Administrative Agent, and Salomon Smith Barney Inc., as
Arranger, incorporated by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q dated
November 14, 2001.

10.25 Credit Agreement dated as of September 27, 2001 by and between the Company and Bank of Tokyo-
Mitsubishi Trust Company, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form
10-Q dated November 14, 2001.

11 Not applicable.

12 Not applicable.

13 Registrant's 2001 Annual Report; except for those portions thereof that are expressly incorporated by
reference in this Form 10-K, this exhibit is furnished only for the information of the Commission and
is not deemed to be filed as part of this Form 10-K.

16 Not applicable.

18 Not applicable.

21 List of Principal Subsidiaries.

22 Not applicable.

23 Consent of PricewaterhouseCoopers LLP.

24 Powers of Attorney authorizing Douglas J. Wetmore and Stephen A. Block to sign this report and
amendments thereto on behalf of certain directors and officers of the Registrant.

28 Not applicable.

99 None.

- --------
* Management contract or compensatory plan or arrangement.

(b) REPORTS ON FORM 8-K

The Company filed the following report on Form 8-K during the last quarter
of the fiscal year ended December 31, 2001.

. Report on Form 8-K dated October 5, 2001 and filed October 5, 2001,
describing in Item 5 a purported class action law suit brought against the
Company in Circuit Court of Jasper County, Missouri by the employees of a
microwave popcorn plant owned and operated by Gilster-Mary Lee Corp.

Report of Independent Accountants on Financial Statement Schedule

To the Board of Directors of International Flavors & Fragrances Inc.
Our audits of the consolidated financial statements referred to in our report
dated January 28, 2002 appearing in the 2001 Annual Report to Shareholders of
International Flavors & Fragrances Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedule listed in
Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.

PRICEWATERHOUSECOOPERS LLP

New York, New York
January 28, 2002

Pursuant to the requirements of Section 13 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.
(Registrant)

By /s/ DOUGLAS J. WETMORE
-----------------------------------
Douglas J. Wetmore
Senior Vice President and
Chief Financial Officer

Dated: March 28, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:

]
]
Principal Executive Officer: ]
]
RICHARD A. GOLDSTEIN ]
]
Chairman of the Board and ]
Chief Executive Officer ]
]
Principal Financial and Accounting Officer: ]
]
DOUGLAS J. WETMORE ]
]
Senior Vice President and }
Chief Financial Officer ]
]
Directors: ]
]
MARGARET HAYES ADAME ]
GUNTER BLOBEL ]
JAMES R. CANTALUPO ] By /s/ STEPHEN A. BLOCK
J. MICHAEL COOK ] ---------------------------
PETER A. GEORGESCU ] Stephen A. Block
RICHARD A. GOLDSTEIN ] Attorney in fact
CARLOS A. LOBBOSCO ]
ARTHUR C. MARTINEZ ] March 28, 2002
HENRY P. VAN AMERINGEN ]
WILLIAM D. VAN DYKE, III ]
DOUGLAS J. WETMORE ]

Original powers of attorney authorizing Douglas J. Wetmore and Stephen A.
Block, and each of them, to sign this report on behalf of certain directors and
officers of the Registrant have been filed with the Securities and Exchange
Commission.

SCHEDULE II

INTERNATIONAL FLAVORS & FRAGRANCES INC. AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands)

For the Year Ended
December 31, 2001
-------------------------
Additions
charged Trans-
Balance at to costs Accounts lation Balance
beginning and written adjust- at end of
of period expenses off ments period
---------- --------- -------- ------- ---------

Allowance for doubtful accounts $11,074 $2,947 $2,306 $(880) $10,835
======= ====== ====== ===== =======

For the Year Ended
December 31, 2000
-------------------------
Additions
charged Trans-
Balance at to costs Accounts lation Balance
beginning and written adjust- at end of
of period expenses off ments period
---------- --------- -------- ------- ---------
Allowance for doubtful accounts $10,013 $2,359 $ 963 $(335) $11,074
======= ====== ====== ===== =======

For the Year Ended
December 31, 1999
-------------------------
Additions
charged Trans-
Balance at to costs Accounts lation Balance
beginning and written adjust- at end of
of period expenses off ments period
---------- --------- -------- ------- ---------
Allowance for doubtful accounts $ 9,517 $1,645 $ 668 $(481) $10,013
======= ====== ====== ===== =======

S-1

EXHIBIT INDEX

Number
- ------

3 (i) Restated Certificate of Incorporation of Registrant, incorporated by reference to Exhibit 3 to
Registrant's Report on Form 10-K for fiscal year ended December 31, 1993.

3 (ii) By-laws of Registrant, as amended on March 12, 2002.

4.1a First Amendment dated as of September 26, 2000, to Shareholder Protection Rights Agreement,
incorporated by reference to Exhibit 4 to Registrant's Report on Form 8-K dated September 26,
2000.

4.5 Form of 6.45% Note due 2006 (included in 4.4), incorporated by reference to Exhibit 4.2.1 to
Registrant's Registration Statement on Form S-4 dated June 26, 2001 (Reg. No. 333-63910).

9 Not applicable.

10.1 Memorandum of Understanding between Registrant and Richard A. Goldstein, Chairman of the
Board and Chief Executive Officer of Registrant, approved by Registrant's Board of Directors on
April 13, 2000, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated
August 14, 2000.

10.2 Agreement dated June 23, 1998 between Registrant and Carlos A. Lobbosco, Executive Vice
President of Registrant, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form
10-Q dated November 13, 1998.

10.2a Agreement dated as of October 1, 1999 between Registrant and Carlos A. Lobbosco, Executive Vice
President of Registrant, incorporated by reference to Exhibit 10(o) to Registrant's Report on Form
10-K for fiscal year ended December 31, 1999.

10.2b Agreement dated July 25, 2001 between Registrant and Carlos A. Lobbosco, Executive Vice
President, Business Development, incorporated by reference to Exhibit 10(b) to Registrant's Report
on Form 10-Q dated August 14, 2001.

10.3 Separation Agreement dated as of July 16, 2001 between Registrant and William S. Kane, Vice
President, Human Resources of Registrant, incorporated by reference to Exhibit 10(c) to Registrant's
Report on Form 10-Q dated August 14, 2001.

Number
- ------

10.4 Supplemental Retirement Plan adopted by Board of Directors on October 29, 1986, incorporated by
reference to Exhibit 10(e) to Registrant's Report on Form 10-Q dated May 14, 1997.

10.5 Registrant's Supplemental Retirement Investment Plan adopted by Registrant's Board of Directors
on November 14, 1989, as amended through June 30, 2000, incorporated by reference to Exhibit
10(f) to Registrant's Report on Form 10-K for the fiscal year ending December 31, 2000.

10.6 Registrant's 2000 Stock Award and Incentive Plan adopted by Registrant's Board of Directors on
March 9, 2000, as amended by the Board on November 14, 2000, incorporated by reference to
Exhibit 10(g) to Registrant's Report on Form 10-K for the fiscal year ending December 31, 2000.

10.7 2000 Supplemental Stock Award Plan adopted by Registrant's Board of Directors on November 14,
2000, incorporated by reference to Exhibit 99.1 to Registrant's Registration Statement on Form S-8
filed on December 7, 2000 (Reg. No. 333-51436).

10.8 Restated Management Incentive Compensation Plan of Registrant, incorporated by reference to
Exhibit A to the Registrant's Proxy Statement dated March 28, 1995.

10.9 Registrant's Executive Death Benefit Plan effective July 1, 1990, incorporated by reference to
Exhibit 10(c) to Registrant's Report on Form 10-Q dated May 14, 1997.

10.10 Registrant's "Vision 2001 Compensation Program" adopted by Registrant's Board of Directors on
December 12, 2000, incorporated by reference to Exhibit 10(k) to Registrant's Report on Form 10-K
for the fiscal year ended December 31, 2000.

10.11 Registrant's Executive Separation Policy, approved by Registrant's Board of Directors on October
10, 2000, incorporated by reference to Exhibit 10(l) to Registrant's Report on Form 10-K for the
fiscal year ended December 31, 2000.

10.13 Stock Option Plan for Non-Employee Directors, incorporated by reference to Exhibit 10(h) to
Registrant's Report on Form 10-Q dated May 14, 1997.

10.13a 2000 Stock Option Plan for Non-Employee Directors adopted by Registrant's Board of Directors on
February 8, 2000, incorporated by reference to the Registrant's Proxy Statement dated March 29,
2000.

10.14 Director Charitable Contribution Program adopted by the Board of Directors on February 14, 1995,
incorporated by reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1994.

10.15 Resolutions approving Non-Employee Directors' Annual Stock Grant Program adopted by
Registrant's Board of Directors on September 12, 2000, incorporated by reference to Exhibit 99(c) to
Registrant's Registration Statement on Form S-3 filed on September 29, 2000 (Reg. No. 333-46932).

10.16 Registrant's Directors' Deferred Compensation Plan adopted by Registrant's Board of Directors on
September 15, 1981 as amended through September 1, 2000, incorporated by reference to Exhibit
99(d) to Registrant's Registration Statement on Form S-3 filed on September 29, 2000 (Reg. No.
333-46932).

10.17 Registrant's 1997 Employee Stock Option Plan, incorporated by reference to Exhibit A to the
Registrant's Proxy Statement dated March 27, 1997.

10.17a Amendments to 1997 Employee Stock Option Plan adopted by Registrant's Board of Directors on
February 8, 2000, incorporated by reference to Exhibit 10(ll) to Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1999.

10.18 Registrant's Global Employee Stock Purchase Plan adopted by Registrant's Board of Directors on
November 14, 2000, incorporated by reference to Exhibit B to Registrant's Proxy Statement dated
March 30, 2001.

Number
- ------

10.19 Registrant's Senior Officer Stock Exercise Loan Program adopted by Registrant's Board of Directors
on November 13, 2001.

10.21 180-day Credit Agreement dated as of November 2, 2000 among Registrant, as Borrower, certain
Initial Lenders, Citibank, N.A. as Agent and Salomon Smith Barney Inc. as Arranger, incorporated
by reference to Exhibit 10(v) to Registrant's Report on Form 10-K for the fiscal year ending
December 31, 2000.

10.22a Letter Amendment dated as of December 31, 2000 to the 364-day Credit Agreement dated as of
November 28, 2000 among Registrant, as Borrower, certain Initial Lenders, Citibank, N.A., as
Agent, First Union National Bank and Bank of Tokyo-Mitsubishi Trust Company, as Syndication
Agents, Fortis (USA) Finance LLC., as Co-Agent, and Salomon Smith Barney Inc., as Arranger,
incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated August 14,
2001.

10.23 364-day Credit Agreement dated as of September 26, 2001 among the Company, as Borrower,
certain Initial Lenders, Citibank N. A., as Administrative Agent, and Salomon Smith Barney Inc., as
Arranger, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated
November 14, 2001.

11 Not applicable.

12 Not applicable.

16 Not applicable.

18 Not applicable.

21 List of Principal Subsidiaries.

22 Not applicable.

23 Consent of PricewaterhouseCoopers LLP.

24 Powers of Attorney authorizing Douglas J. Wetmore and Stephen A. Block to sign this report and
amendments thereto on behalf of certain directors and officers of the Registrant.

28 Not applicable.

99 None.