BUSH BOAKE ALLEN INC, 10-K405, 2000-03-20

BUSH BOAKE ALLEN INC
10-K405, 2000-03-20
INDUSTRIAL ORGANIC CHEMICALS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
-----------------------------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 1999
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OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission File Number 1-13030
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BUSH BOAKE ALLEN INC.
(Exact name of registrant as specified in its charter)

VIRGINIA 13-2560391
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7 MERCEDES DRIVE, MONTVALE, NEW JERSEY 07645
(Address of Principal Executive Offices) (Zip Code)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 201-391-9870
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Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on
Title of Each Class Which Registered
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<S> <C>
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE
---------------

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 (or for such shorter period that the
Registrant was required to file such reports) 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
amendment to this Form 10-K. [X]

On March 1, 2000, 19,310,034 shares of Registrant's Common Stock, $1
par value, were outstanding. On March 1, 2000, the closing price per share for
the Common Stock listed on the New York Stock Exchange was $28.3125 and the
aggregate market value of the Common Stock held by non-affiliates of the
Registrant was $174,264,400.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 25, 1999 (the "Bush Boake Allen 1999 Annual Report") are
incorporated by reference in Parts I, II and IV of this Form 10-K.

Portions of Registrant's Proxy Statement dated March 22, 2000 (the
"Bush Boake Allen 2000 Proxy Statement") are incorporated by reference in Part
III of this Form 10-K.

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COPIES OF THE EXHIBITS MAY BE OBTAINED BY STOCKHOLDERS UPON WRITTEN
REQUEST DIRECTED TO THE SECRETARY, BUSH BOAKE ALLEN INC., 7 MERCEDES
DRIVE, MONTVALE, NEW JERSEY 07645, ACCOMPANIED BY A CHECK IN THE AMOUNT
OF $10.00 PAYABLE TO BUSH BOAKE ALLEN INC. TO COVER PROCESSING AND
MAILING COSTS. COSTS OF INDIVIDUAL EXHIBITS ARE AVAILABLE UPON REQUEST
TO THE SECRETARY.

<PAGE>

PART I

ITEM 1. BUSINESS

GENERAL

Bush Boake Allen Inc., a Virginia corporation ("BBA" or the "Company")
or its predecessors have been in the flavor and fragrance business since the
mid-1800s. In 1966, Albright & Wilson, a United Kingdom company, formed BBA as
an independent integrated flavor and fragrance business through the merger of W.
J. Bush Limited ("Bush"), A. Boake Roberts Limited ("Boake") and Stafford Allen
Limited ("Allen"), each based in the United Kingdom. Bush produced liquid
flavors and historically conducted business throughout the former British
Empire. Boake produced aroma chemicals and fragrances and Allen produced spices
and seasonings.

Union Camp Corporation ("Union Camp"), which manufactured paper,
paperboard, packaging, wood and chemical products, acquired BBA in 1982 from
Albright & Wilson which was then a wholly-owned subsidiary of Tenneco, Inc. In
June 1994, the Company completed an initial public offering of 6,065,000 shares
of its Common Stock, $1 par value (the "Common Stock") which resulted in 31.6%
of its outstanding Common Stock being publicly held, with the remaining 68.4%
held by Union Camp. Prior to the initial public offering, the Company was
reincorporated from New York to Virginia. On April 30, 1999, through the merger
of Union Camp with and into the International Paper Company ("International
Paper"), which manufactures paper, paperboard, packaging, and wood and chemical
products, International Paper became the majority stockholder of the Company.

BBA's business is organized into two operating segments: (i) flavor
(including compound flavors, essential oils, seasonings and spice extracts) and
fragrance and (ii) aroma chemicals. In 1999, flavor and fragrance and aroma
chemicals accounted for approximately 81% and 19%, respectively, of the
Company's total net sales. The Company's flavor products impart a desired taste
and smell to a broad range of consumer products including soft drinks,
confections, dietary foods, snack foods, dairy products, pharmaceuticals and
alcoholic beverages. The Company's fragrance products are used in a wide variety
of products including soaps, detergents, air fresheners, cleaners, cosmetics and
toiletries and related products. The Company's flavor and fragrance compounds
are sold primarily to consumer products companies which use these products in
conjunction with other natural and synthetic ingredients to make their products
more appealing to consumers. Included within the flavor and fragrance segment is
the Company's natural extracts and seasonings business which consists of
essential oils and spice extracts that are sold primarily to manufacturers of
food and beverage products.

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BBA is also a major producer of aroma chemicals, products which are
primarily used as raw materials in fragrance compounds. Aroma chemicals are
derived primarily from turpentine, a by-product of the wood pulping process, and
from certain petroleum- based products. The Company sells the majority of its
aroma chemicals directly to major multinational consumer products manufacturers
and other fragrance and flavor compounders who use them as fragrance raw
materials. The remainder are sold to agrochemical and specialty chemical
manufacturers and used internally by BBA in its production of fragrance
compounds. The Company's aroma chemicals are produced at highly efficient,
automated facilities located in Jacksonville, Florida (terpene-based aroma
chemicals) and Widnes, United Kingdom (terpene- and petrochemical-based aroma
chemicals).

The Company has operations in 38 countries in North and South America,
Europe, Asia, Australia, the Middle East and Africa. BBA's flavor and fragrance
business is separately managed in four geographic regions: the Americas (North
and South America and Caribbean area); Europe (Western Europe), Asia Pacific
(East Asia, Southeast Asia, Australia and New Zealand) and International (India,
Middle East, Eastern Europe, Africa and Russia). Technical, production, sales
and customer service capabilities are located in each region which enhances the
Company's focus on individual market and customer preferences. The Company's
aroma chemicals business is managed globally from Jacksonville. The Company's
New Jersey Headquarters and London office provide administrative and technical
support worldwide.

Revenue, operating profits and other financial data for the principal
business segments and for regional operations for the years ended December 25,
1999, 1998 and 1997 appear in Note 11 of Notes to Consolidated Financial
Statements on pages 32 to 33 of the Bush Boake Allen 1999 Annual Report and are
incorporated by reference in this Item 1.

The Company's principal executive offices are located at 7 Mercedes
Drive, Montvale, New Jersey 07645 (Tel. No. (201) 391-9870).

INDUSTRY OVERVIEW

Flavor and fragrance compounds are used in numerous end products.
Fragrance compounds may be single-ingredient or highly complex blends of
essential oils, natural extracts or aroma chemicals. These compounds are sold
primarily to manufacturers of consumer products, including perfumes, cosmetics,
personal care products, soaps, detergents, household cleaners and ambient
deodorizers. Flavor compounds also may be single-ingredient, such as menthol or
vanillin, or complex blends of natural and synthetic materials. These compounds
are sold primarily to manufacturers of beverages, confections, dairy and meat
products, snack foods, baked goods and other food products. Pharmaceuticals,
oral care products and pet food are also significant end-use categories.

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Essential oils (such as citrus and mint) and natural extracts (such as vanilla
and fruit extracts) are key components of flavor and fragrance end products.

Aroma chemicals are organic chemicals derived from either conversion of
turpentine or petrochemical raw materials, or isolation from natural sources.
More than 3,000 of these chemicals are used by flavor and fragrance companies,
which both use aroma chemicals as raw materials for their compound products and
sell them directly to others. Certain of the larger volume aroma chemicals are
generally considered commodity products, with price and customer relationships
constituting the key selling factors.

PRODUCTS

The Company's principal flavor and fragrance products consist of
compounds of large numbers of ingredients blended under proprietary formulas
created by its perfumers and flavorists. Most of these compounds contribute
substantially all of the flavor or fragrance to the consumer end products in
which they are incorporated. Numerous 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. The Company's flavor
products also include essential oils, natural extracts, spice extracts and
seasonings derived from various fruits, vegetables, nuts, herbs and spices as
well as enzymatically enhanced ingredients. The Company's products are sold in
liquid, powder and paste forms in volumes ranging from a few kilograms to
several tons, depending on the nature of the customer's finished product. The
Company also produces aroma chemicals for use in its own flavor and fragrance
compounds as well as for sale directly to other flavor and fragrance consumer
product manufacturers.

Flavor Products

The Company produces flavor compounds, which are primarily sold to the
food, beverage and pharmaceutical industries. They include (i) natural and
synthetic flavoring substances, (ii) process flavors, (iii) enzyme modified
dairy products and (iv) carriers. Flavors may be either sweet or savory. Sweet
flavors include the full range of fruit flavors as well as other flavors such as
vanilla, coffee, chocolate and cola. The Company's sweet flavors are used in
consumer products, including beverages, candies, baked goods, desserts and dairy
applications. Savory flavors include meat, cheese and fish flavors. The
Company's savory flavors are used in snack products, soups, prepared meals and
other processed foods. In addition to sweet and savory flavors, the Company
produces flavors for specific applications, principally in the tea, oral hygiene
and pharmaceutical industries. In 1997, 1998 and 1999, sales of flavor compounds
accounted for approximately 36%, 35% and 35%, respectively, of the Company's
total net sales.

The Company produces natural products which are sold primarily to the
food industry and consist of essential oils, natural extracts, spices, herbs and
seasonings. Essential oils are mixtures of natural aroma chemicals typically
obtained by steam

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distillation or expression from plants, fruits, seeds, barks, leaves and
berries. Essential oils and natural extracts are used as flavoring items in
their own right and also as raw materials for compounding flavors, as well as
fragrances. In addition to selling such products to customers, the Company uses
them to produce its own flavor and fragrance compounds. Spices and herbs are
plant products which, due to their high content of essential oils, are highly
aromatic. Seasonings are a blend of spices, herbs, flavors, essential oils and a
carrier such as salt or flour. In each of 1997, 1998 and 1999, sales of natural
products accounted for approximately 21%, 22% and 23%, respectively, of the
Company's total net sales.

Fragrance Products

The Company produces a broad range of fragrance compounds which are sold
primarily to manufacturers of cosmetics and toiletries, household cleaners,
soaps and detergents and personal care products. The Company has also been
successful in promoting the use of deodorants in a variety of applications such
as masking diesel automotive fuel odor. In addition, the Company has devoted
substantial research and development activity toward developing malodor
counteractive fragrances for use in laundry and air freshener applications. The
Company is also promoting a line of fragrance compounds based on extensive
analysis of scents from living plants and flowers. These fragrances are being
marketed by the Company under the GENERESSENCE(R) trade name. In 1997, 1998 and
1999, sales of fragrances (excluding the resale of aroma chemicals purchased
from BBA's Aroma Chemical Division) accounted for approximately 18%, 19% and
20%, respectively, of the Company's total net sales.

Aroma Chemicals

The Company produces aroma chemicals for use in its own flavor and
fragrance compounds as well as for sale directly to other flavor and fragrance
and consumer product manufacturers, which, in turn, use them as raw materials in
their own formulations and products. The Company obtains approximately 22% of
its crude turpentine needs from International Paper operations and also uses
procurement services provided by Arizona Chemical, a wholly-owned subsidiary of
International Paper for other external purchases of turpentine, in each case at
approximately fair market value. The Company is a major supplier of
terpene-based aroma chemicals throughout the world. The Company's aroma chemical
products include geraniol, citral, citronellol, linalol, terpineol, ionones,
BOISVELONE(TM), ANANDOL(TM) and ABBALIDE(TM). The Company also manufactures
LILESTRALIS(TM), a well-known petrochemical-based product with lily-type floral
aroma. A different grade of LILESTRALIS is sold by the Company to agrochemical
manufacturers for use as an intermediate in certain fungicides. In each of 1997,
1998 and 1999, sales of aroma chemicals (including the resale of aroma chemicals
by BBA's Fragrance business) accounted for approximately 25%, 24% and 22%,
respectively, of the Company's total net sales.

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MARKETING AND CUSTOMERS

The Company sells flavor and fragrance compounds to major international
food, beverage and other consumer product manufacturers. BBA regards these large
multinational consumer products companies as a key customer segment and manages
business development for these accounts ("international target accounts") on an
integrated, worldwide basis. The Company often cooperates with these customers
in the development of specific flavors or fragrances for a particular end
product. The Company also sells its products to a large number of regional and
local customers. The Company's approach to servicing regional and local
customers is similar to that for its international target accounts; however, the
flavor or fragrance products offered typically reflect the tastes and
preferences of the specific region.

The Company's aroma chemical products are sold primarily to major
manufacturers of household products, including soaps and detergents, fabric
conditioners, cosmetics and toiletries for incorporation in fragrances
compounded by these customers and other fragrance and flavor compounders. During
1999, the Company's ten largest external aroma chemical customers accounted for
approximately 52% of the Company's total aroma chemicals sales. Product quality,
product consistency, timely delivery and overall service are important factors
in successfully maintaining aroma chemical accounts.

During 1999, the Company's ten largest customers accounted for an
aggregate of approximately 24% of its total net sales, its three largest
customers and their affiliates accounted for approximately 6%, 4% and 2%
respectively, of its total net sales, and no other single customer accounted for
more than approximately 2% of total net sales.

RESEARCH AND DEVELOPMENT

The work of the Company's perfumers and flavorists is conducted in the
Company's three major regional creative and technical centers located in
Montvale, New Jersey (for the Americas region), London (for the Europe and
International regions), and Singapore (for the Asia Pacific region). Ideas and
products generated in these creative and technical centers are made available to
the Company's regional centers for further development. In addition, the Company
maintains 42 laboratories located throughout the world which support technical
and development efforts in local markets. The Company's flavor and fragrance
research is conducted at its facility in London and at Montvale. The Company
also has extensive analytical capabilities at its London and Montvale facilities
which aid in the isolation and identification of flavor and fragrance
ingredients.

Research and development for the Company's aroma chemicals business is
conducted principally in advanced technical centers in Widnes, United Kingdom
and Jacksonville, Florida.

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The Company spent a total of approximately $25.4 million, $25.2 million
and $23.6 million in 1999, 1998 and 1997, respectively, on research and
development activities. The Company expects these expenditures in 2000 to be
approximately $27.1 million.

MANUFACTURING AND DISTRIBUTION

The major manufacturing and compounding facilities of the Company are
located in Argentina, Australia, Canada, China, India, Mexico, New Zealand,
Philippines, Singapore, South Africa, Sweden, Thailand, Turkey, the United
Kingdom and the United States.

BBA's aroma chemicals manufacturing facility in the United Kingdom is
located in Widnes. Operations began at Widnes in 1958 and, following expansion
over the years, the facility now includes highly automated, versatile and
sophisticated processing equipment. During 1998 and 1999, an annual amount of
approximately 6,300 and 6,900 tons, respectively, of terpene- and
petroleum-based aroma chemicals were produced at Widnes and sold to customers
including the manufacturers of soaps, detergents, cleaners, and other fragrance
products.

In the U. S., the Jacksonville facility processes between 9 and 10
million gallons per year of turpentine through high-efficiency distillation
columns. Beta pinene, one of the distillation products, is further processed to
produce a broad range of aroma chemicals including geraniol, citral,
citronellol, and ionones. The Jacksonville facility also supplies intermediates
to Widnes for further processing.

BBA's flavor and fragrance compounding facilities, as well as those of
the other major producers, are primarily batch weighing and blending and liquid
packaging facilities that are operated manually. Given the complexity of most
flavor and fragrance compounds, small quantities of the various components are
dispensed, weighed and added to a mixing unit by hand. BBA has begun to automate
its compounding processes, starting with its raw material delivery system.
Automated carousels which deliver numerous small-scale ingredients to the
compounder have been installed at the London and Norwood, New Jersey fragrance
compounding facilities. Automated liquid flavor compounding systems have been
installed in London and Chicago.

BBA's major essential oil production facility is located in Long
Melford, United Kingdom.

The Company's two major production centers for seasonings are located at
Long Melford, United Kingdom and Carrollton, Texas. At both facilities, various
spices, flavors and essential oils are dry mixed with salt, flour or other
carriers to produce a finished seasoning. As with flavor and fragrance
compounding, the weighing and adding of raw materials to the blending process is
mostly manual.

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The Company's products are primarily distributed through its own sales
force, operating from 5 sales offices in the United States and 50 sales offices
in 37 other countries. In addition, the Company currently markets its products
through sales agencies in countries in which it does not have a direct sales
force. Most of the Company's 55 sales facilities around the world stock
inventory of the Company's products.

RAW MATERIAL PURCHASES; SUPPLIERS

The Company purchases thousands of different raw materials from many
sources throughout the world. The principal natural raw material purchases
consist of essential oils, extracts and concentrates derived from fruits,
vegetables, flowers, woods and other botanicals. The Company's principal raw
material purchases consist of organic chemicals, primarily turpentine. No single
supplier accounted for more than 5% and 4%, respectively, of the Company's raw
material requirements in 1998 and 1999. The Company believes that alternate
sources of materials are available to enable it to maintain its competitive
position in the event of an interruption in the supply of raw materials from a
single supplier.

COMPETITION

The Company has more than 300 competitors worldwide, approximately 10 of
which the Company believes have significant international operations. The
Company's competitive position and its principal methods of competition are
based primarily on the creative skills of its perfumers and flavorists,
technological advances resulting from its research and development and customer
service and support provided by its marketing and application groups, as well as
product quality and, to a lesser extent, price. The Company believes it is one
of the ten largest manufacturers of flavors and fragrances and aroma chemicals,
as measured by revenues, in the world. In particular countries and localities,
the Company competes with numerous companies specializing in certain product
lines, some of which are larger than the Company and some stronger in a
particular product line or lines. Most of the Company's customers do not buy all
of their flavor and/or fragrance products from a single supplier, and some
customers make their own flavor or fragrance compounds with ingredients supplied
by the Company or others.

EMPLOYEES

As of December 25, 1999, the Company had 1,978 full-time equivalent
employees.

GOVERNMENTAL REGULATION

Manufacture and sale of the Company's products are subject to regulation
in the United States by federal regulatory agencies, including the Food and Drug
Administration, the Alcohol, Tobacco and Firearms Bureau of the Treasury
Department, the

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Environmental Protection Agency, the Occupational Safety and Health
Administration, and by various state and local authorities. The Company's
operations outside the United States are subject to similar regulation in a
number of countries. Compliance with existing governmental requirements of such
bodies has not materially affected the Company's operations, earnings or
competitive position. The Company is subject to various United States federal,
state and local environmental laws and regulations concerning emissions to the
air, discharges to waterways, the release of materials into the environment, or
otherwise relating to the protection of the environment. In addition, a number
of local communities and countries other than the United States have enacted, or
have under consideration, laws and regulations relating to the use and disposal
of materials relating to the production of flavors and fragrances. The Company's
capital expenditures relating to environmental projects totaled $2.4 million in
1999. The Company estimates capital expenditures relating to environmental
projects will be approximately $3 million in 2000.

FORWARD-LOOKING STATEMENTS

Statements in this Annual Report on Form 10-K (including information from
the Bush Boake Allen 1999 Annual Report incorporated herein by reference) which
are not historical are forward-looking statements that are subject to risks and
uncertainties which could cause actual results to differ materially. Such risks
and uncertainties with respect to the Company's business include general
economic conditions, customers changing flavor and/or fragrance formulations,
pricing, availability of materials which are purchased and products which are
sold, the effect of the transition to the Euro and political and economic
uncertainties, currency fluctuations, devaluations and/or revaluations in the
many countries in which the Company operates. The Company assumes no duty to
update any such forward-looking information.

ITEM 2. PROPERTIES

The following table sets forth the locations of the Company's principal
properties, all of which are owned, unless otherwise indicated:

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<TABLE>
<CAPTION>
LOCATION NATURE OF PROPERTY
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<S> <C>
Atlacomulco, Mexico Manufacturing (Flavors and seasonings)
Auckland, New Zealand Manufacturing (Flavors and seasonings)
Bangkok, Thailand(1) Manufacturing (Seasonings)
Buenos Aires, Argentina Manufacturing (Flavors and fragrances)
Carrollton, Texas(1) Manufacturing (Seasonings)
Chicago, Illinois Manufacturing (Flavors)
Guangzhou, Peoples Republic of China Manufacturing (Flavors and fragrances)
Istanbul, Turkey Manufacturing (Flavors and seasonings)
Jacksonville, Florida Manufacturing (Terpene derivatives and aroma chemicals)
Johannesburg, South Africa Manufacturing (Flavors, fragrances and seasonings)
Jurong, Singapore(2) Manufacturing (Flavors and fragrances)
Knislinge, Sweden Manufacturing (Seasonings)
London, United Kingdom Regional headquarters, manufacturing (Flavors and
fragrances)
Long Melford, United Kingdom Manufacturing (Spices, essential oils and seasonings)
Madras, India(3) Manufacturing (Flavors and fragrances)
Manila, Philippines(1) Manufacturing (Flavors, fragrances and seasonings)
Melbourne, Australia Manufacturing (Flavors, fragrances and seasonings)
Montreal, Canada Manufacturing (Flavors, spices, essential oils and
seasonings)
Montvale, New Jersey(1) Corporate administrative headquarters and technical center
Norwood, New Jersey(1) Manufacturing (Fragrances)
Sydney, Australia(1) Manufacturing (Flavors)
Widnes, United Kingdom Manufacturing (Aroma chemicals)
Witham, United Kingdom Manufacturing (Flavors)
</TABLE>

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

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to various legal proceedings arising in the
ordinary course of business. Based upon the information presently available and
the Company's evaluation of the pending proceedings and applicable enforcement
and penalty policies and practices, management believes that the adverse
determination of any such proceeding or all of them combined would not have a
material adverse effect on the Company's business or financial position or
results of operations.

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

Not applicable.

EXECUTIVE OFFICERS OF BUSH BOAKE ALLEN INC.

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Set forth below are the names, ages and positions of the executive
officers of the Company as of March 1, 2000.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Julian W. Boyden................55 Chairman of the Board, President
and Chief Executive Officer
Fred W. Brown...................53 Vice President, Finance and Chief Financial Officer
Chia Siang Ee...................51 Vice President, Asia Pacific Region
James H. Dunsdon................53 Executive Vice President, Americas Region
Bruce J. Edwards................53 Vice President, International Region
Ronald A. Landis................52 Vice President, Human Resources & Safety
P. C. Mathew....................49 Vice President, Aroma and Terpene Chemicals
Kenneth M. McHugh...............48 Vice President and Controller
Dennis M. Meany.................52 Vice President, General Counsel and Secretary
Peter A. Thorburn...............57 Vice President, Global Chemical Sales and Marketing
Charles D. Weller...............52 Vice President and Treasurer
John R. Wright..................53 Vice President, Commerce and Technology
</TABLE>

Set forth below is a description of the backgrounds of the executive
officers of the Company. As used in such description, the term "Company" means
BBA or one or more of BBA's predecessors.

Julian W. Boyden has been a Director, President and Chief Executive
Officer of the Company since February 1994 and was appointed to the additional
position of Chairman of the Board of the Company effective January 1, 1997.
Prior to February 1994, Mr. Boyden was a Vice President of Union Camp since
January 1991 and the General Manager of the Company since January 1989. Mr.
Boyden has been associated with the Company since 1968.

Fred W. Brown was named Vice President, Finance in February 1994. Mr.
Brown was Controller of the Company from January 1990 until February 1994. Mr.
Brown has been associated with the Company or Union Camp since 1971.

Chia Siang Ee has been Vice President, Asia Pacific Region since May
1998. Prior to that he was a Senior Vice President of Albright & Wilson Asia
Pacific Pte Ltd. with various sales and general management responsibilities
since 1987. Mr. Chia was associated with Albright & Wilson from 1974 until 1998.

James H. Dunsdon has been Executive Vice President, Americas Region of
the Company since May 1999. Prior to that he was Executive Vice President since
August 1996 and before that was Vice President, Europe Region since July 1990.
Mr. Dunsdon has been associated with the Company since 1969.

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Bruce J. Edwards has been Vice President, International Region of the
Company since December 1993. From 1980 to November 1993 Mr. Edwards was employed
as Sales Director by Borthwicks Plc, a U.K.-based producer of flavor compounds.
Mr. Edwards was previously associated with the Company from 1965 until 1980.

Ronald A. Landis has been Vice President, Human Resources & Safety since
February 1997. Mr. Landis joined the Company as Director of Human Resources in
October 1996. Prior to that he was a principal with Gemini Consulting from April
1994 to September 1996. Prior to April 1994 Mr. Landis was employed by Olin
Corporation and then Sterling Drug in various Human Resources roles since 1978.

P. C. Mathew has been Vice President, Aroma and Terpene Chemicals since
January 1994. From April 1989 to January 1994 he was Vice President,
Administration. Prior to that time he was Managing Director of BBA India. Mr.
Mathew has been associated with the Company since 1984.

Kenneth M. McHugh was named Vice President and Controller of the Company
in September 1999. Before that he was Controller of the Company since February
1994. From August 1986 to January 1994 he was Regional Controller for BBA's
Americas Region. Mr. McHugh has been associated with the Company or Union Camp
since 1976.

Dennis M. Meany was named Vice President, General Counsel and Secretary
in February 1994. From May 1986 to February 1994 Mr. Meany was Associate General
Counsel and Assistant Secretary of Union Camp Corporation. He has been
associated with the Company or Union Camp since 1977.

Peter A. Thorburn has been Vice President, Global Chemical Sales and
Marketing since January 1994. From January 1992 to December 1993 he was Vice
President, International Region. Mr. Thorburn has been associated with the
Company since 1981.

Charles D. Weller was named Vice President and Treasurer of the Company
in September 1999. Before that he was Treasurer of the Company since October
1994. From 1988 to 1994 Mr. Weller was Assistant Treasurer of Duracell
International.

John R. Wright was named Vice President, Commerce and Technology in
January 1995. From September 1993 to December 1994 Mr. Wright was General
Manager of BBA's Flavor Division in the United Kingdom. Mr. Wright has been
associated with the Company since 1973.

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PART II

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

The Common Stock began trading on the New York Stock Exchange under the
symbol BOA on May 12, 1994. The following table sets forth for the fiscal
periods indicated the high and low sales prices of the Common Stock.

<TABLE>
<CAPTION>
1998 1999
----------------------------- -----------------------------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
1st Quarter $33.875 $25.4375 $35.3125 $25.9375
2nd Quarter 33.00 28.00 30.375 24.3125
3rd Quarter 33.6875 26.25 29.3125 22.125
4th Quarter 34.125 25.00 26.5625 22.50
</TABLE>

The approximate number of stockholders of record at December 25, 1999 was 211.

Since its initial public offering, the Company has not declared any
dividends on its Common Stock. The Company currently intends to retain all
future earnings to finance the operations and expansion of the Company's
business.

ITEM 6. SELECTED FINANCIAL DATA

Information in response to the disclosure requirements specified by
this Item 6 appears on page 35 of the Bush Boake Allen 1999 Annual Report and is
incorporated by reference in this Item 6.

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

Information in response to the disclosure requirements specified by
this Item 7 appears in the text under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 16 to 20 of
the Bush Boake Allen 1999 Annual Report and is incorporated by reference in this
Item 7.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

-12-

<PAGE>

Information in response to the disclosure requirements specified by
this Item 7a appears on pages 18 and 19 of the Bush Boake Allen 1999 Annual
Report and is incorporated by reference in this Item 7a.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information in response to the disclosure requirements specified by
this Item 8 appears on pages 21 to 33 of the Bush Boake Allen 1999 Annual Report
and is incorporated by reference in this Item 8.

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

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information in response to the disclosure requirements specified by this
Item 10, with respect to (i) the directors of Bush Boake Allen Inc., appears
under the caption "Proposal 1 - Election of Directors" on pages 1 and 2 of the
Bush Boake Allen 2000 Proxy Statement and (ii) the executive officers of Bush
Boake Allen Inc., appear under the caption "Executive Officers of Bush Boake
Allen Inc." in Part I of this Form 10-K. Such information is incorporated by
reference in this Item 10.

ITEM 11. EXECUTIVE COMPENSATION

Information in response to the disclosure requirements specified by this
Item 11 appears under the captions "Board of Directors and Committees",
"Executive Compensation", and "Retirement Plans" on pages 2 and 3, 4 and 5, and
9 to 12 respectively, of the Bush Boake Allen 2000 Proxy Statement. Such
information is incorporated by reference in this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information in response to the disclosure requirements specified by this
Item 12 appears under the captions "Security Ownership of Certain Beneficial
Owners" and "Security Ownership of Management as of December 25, 1999" on pages
3 and 4 of the Bush Boake Allen 2000 Proxy Statement and is incorporated by
reference in this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

-13-

<PAGE>

Information in response to the disclosure requirements specified by this
Item 13 appears under the caption "Certain Relationships and Related Party
Transactions" on pages 12 and 13 of the Bush Boake Allen 2000 Proxy Statement
and is incorporated by reference in this Item 13.

PART IV

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

(a) (1) Index to financial statements

The following financial statements are included at the
indicated pages in the Bush Boake Allen 1999 Annual Report and
are incorporated by reference in this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Statements of Income and
Comprehensive Income for each of the three years ended
December 25, 1999........................................... 21

Consolidated Balance Sheets - December 25, 1999
and 1998.................................................... 22

Consolidated Statements of Cash Flows for each of the three
years ended December 25, 1999............................... 23

Notes to Consolidated Financial Statements..................... 24-33

Report of Independent Accountants.............................. 34
</TABLE>

(2) All exhibits, including those incorporated by reference.

<TABLE>
<CAPTION>
NO. DESCRIPTION
- --- -----------
<S> <C>
3.1 Articles of Incorporation of the Company (filed as
Exhibit 3.1 on Bush Boake Allen Inc.'s Form S-1
which became effective on May 12, 1994 and
incorporated herein by reference).

3.2 Bylaws of the Company, (filed as Exhibit 3.2 on
Bush Boake Allen Inc.'s Form 10-K for the year
ended December 25, 1998 and incorporated herein by
reference).

</TABLE>

-14-

<PAGE>

<TABLE>
<S> <C>
4.1 Specimen Common Stock Certificate of the Company
(filed as Exhibit 4.1 on Bush Boake Allen Inc.'s
Form S-1 which became effective on May 12, 1994 and
incorporated herein by reference).(1)

10.1 Services Agreement, dated May 19, 1994, between
Union Camp Corporation and the Company (filed as
Exhibit 10.1 on Bush Boake Allen Inc.'s Form S-1
which became effective on May 12, 1994 and
incorporated herein by reference). (1)

10.2 Technology Cross-License Agreement, dated May 19,
1994, between Union Camp Corporation and the
Company (filed as Exhibit 10.2 on Bush Boake Allen
Inc.'s Form S-1 which became effective on May 12,
1994 and incorporated herein by reference). (1)

10.3 Separation Agreement, dated May 19, 1994, between
Union Camp Corporation and the Company (filed as
Exhibit 10.3 on Bush Boake Allen Inc.'s Form S-1
which became effective on May 12, 1994 and
incorporated herein by reference). (1)

10.4 Assumption of Liabilities and Cross-Indemnification
Agreement, dated May 19, 1994, between Union Camp
Corporation and the Company (filed as Exhibit 10.4
on Bush Boake Allen Inc.'s Form S-1 which became
effective on May 12, 1994 and incorporated herein
by reference). (1)

10.5 Registration Rights Agreement, dated May 19, 1994,
between Union Camp Corporation and the Company
(filed as Exhibit 10.5 on Bush Boake Allen Inc.'s
Form S-1 which became effective on May 12, 1994 and
incorporated herein by reference). (1)

10.6 Supply Agreement, dated May 19, 1994, between Union
Camp Corporation and the Company (filed as Exhibit
10.6 on Bush Boake Allen Inc.'s Form S-1 which
became effective on May 12, 1994 and incorporated
herein by reference). (1)

10.7 Tax Allocation Agreement, dated April 6, 1994,
between Union Camp Corporation and the Company
(filed as Exhibit

</TABLE>

-15-

<PAGE>

<TABLE>
<S> <C>
10.7 on Bush Boake Allen Inc.'s Form S-1 which
became effective on May 12, 1994 and incorporated
herein by reference). (1)

10.8* Stock Option and Stock Award Plan, as amended
(filed as Exhibit 10.8 on Bush Boake Allen Inc.'s
Form 10-K for the fiscal year ended December 25,
1996 and incorporated herein by reference).

10.9* Directors' Stock Option Plan (filed as Exhibit B to
Bush Boake Allen Inc.'s 1998 Proxy Statement and
incorporated herein by reference).

10.10* Form Executive Severance Agreement approved by
Registrant's Board of Directors effective December
1, 1996 (filed as Exhibit 10.10 on Bush Boake
Allen's Form 10-K for the fiscal year ended
December 25, 1996 and incorporated herein by
reference).

10.11 Form Director Indemnity Agreement approved by
Registrant's Board of Directors on November 19,
1996 (filed as Exhibit 10.11 on Bush Boake Allen's
Form 10-K for the fiscal year ended December 25,
1996 and incorporated herein by reference).

10.12* Bush Boake Allen Inc. Relocation Retirement Income
Plan for Executives (filed as Exhibit 10.12 on Bush
Boake Allen Inc.'s Form 10-K for the year ended
December 25, 1998 and incorporated herein by
reference).

11.1 Statement re: computation of per share net income.

13.1 1999 Annual Report; except for those portions
thereof that are expressly incorporated by
reference in this Form 10-K, this exhibit is
furnished for the information of the Commission and
is not deemed to be filed as part of this Form
10-K.

21.1 Subsidiaries of the registrant.

23.1 Consent of PricewaterhouseCoopers LLP.

27 Financial Data Schedule
</TABLE>

- -----------
-16-

<PAGE>

(1) International Paper Company succeeded to the rights and obligations of
Union Camp Corporation under such agreement.

* Denotes a management contract or compensatory plan or arrangement
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

(b) Reports on Form 8-K.

No Current Report on Form 8-K was filed by the Registrant during the
quarter ended December 25, 1999.

-17-

<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
MONTVALE, NEW JERSEY, ON THE 17TH DAY OF MARCH, 2000.

BUSH BOAKE ALLEN INC.

By /s/ Julian W. Boyden
-------------------------
JULIAN W. BOYDEN
Chairman of the Board, President
and Chief Executive Officer

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 stated below on March 17, 2000.

<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Julian W. Boyden Chairman of the Board, President and Chief
- ----------------------------- Executive Officer (Principal Executive
Julian W. Boyden Officer)

/s/ Fred W. Brown, Jr. Vice President, Finance
- ----------------------------- (Principal Financial Officer)
Fred W. Brown, Jr.

/s/ Kenneth M. McHugh Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Kenneth M. McHugh

/s/ Peter L. Acton Director
- -----------------------------
Peter L. Acton

/s/ C. Cato Ealy Director
- -----------------------------
C. Cato Ealy
</TABLE>

-18-

<PAGE>

<TABLE>
<S> <C>
/s/ L. Robert Pfund Director
- -----------------------------
L. Robert Pfund

/s/ James M. Reed Director, Vice Chairman of the Board
- -----------------------------
James M. Reed

/s/ C. Wesley Smith Director
- -----------------------------
C. Wesley Smith

/s/ William H. Trice Director
- -----------------------------
William H. Trice
</TABLE>

-19-

<PAGE>

EXHIBIT INDEX

3.2 Bylaws of the Company, (filed as Exhibit 3.2 on
Bush Boake Allen Inc.'s Form 10-K for the year
ended December 25, 1998 and incorporated herein by
reference).

4.1 Specimen Common Stock Certificate of the Company
(filed as Exhibit 4.1 on Bush Boake Allen Inc.'s
Form S-1 which became effective on May 12, 1994 and
incorporated herein by reference).

<PAGE>

<TABLE>
<S> <C>
10.7 Tax Allocation Agreement, dated April 6, 1994,
between Union Camp Corporation and the Company
(filed as Exhibit 10.7 on Bush Boake Allen Inc.'s
Form S-1 which became effective on May 12, 1994 and
incorporated herein by reference).

10.8* Stock Option and Stock Award Plan, as amended
(filed as Exhibit 10.8 on Bush Boake Allen's Form
10-K for the fiscal year ended December 25, 1996
and incorporated herein by reference).

10.9* Directors' Stock Option Plan (filed as Exhibit B to
Bush Boake Allen Inc.'s 1998 Proxy Statement and
incorporated herein by reference.

11.1 Statement re: computation of per share net income.

13.1 1999 Annual Report; except for those portions
thereof that are expressly incorporated by
reference in this Form 10-K, this exhibit is
furnished for the information of the Commission
and is not deemed to be filed as part of this
Form 10-K.

21.1 Subsidiaries of the registrant.

23.1 Consent of PricewaterhouseCoopers LLP.

27 Financial Data Schedule
</TABLE>

- -----------
* Denotes a management contract or compensatory plan or arrangement
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

STATEMENT OF DIFFERENCES
------------------------

The trademark symbol shall be expressed as............................. 'TM'
The registered trademark symbol shall be expressed as.................. 'r'

<PAGE>
EXHIBIT 11.1

COMPUTATION OF PER SHARE EARNINGS

Quarter Ended Year Ended
December 25, December 25,
------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $6,945,000 $9,224,000 $23,983,000 $33,692,000

Shares used to compute
earnings per share - Basic 19,299,534 19,283,462 19,295,286 19,279,028

Earnings Per Share - Basic $0.36 $0.48 $1.24 $1.75

Shares used to compute
earnings per share including
common stock equivalents - Diluted 19,375,969 19,401,626 19,392,082 19,405,569

Earnings Per Share - Diluted $0.36 $0.48 $1.24 $1.74

</TABLE>

<PAGE>

[LOGO] Bush Boake Allen Inc.

CLEAR STRATEGY 1999 Annual Report
SHARP FOCUS

<PAGE>

BUSH BOAKE ALLEN WORLDWIDE

COMPANY PROFILE:

BUSH BOAKE ALLEN IS A PRINCIPAL GLOBAL PRODUCER OF FLAVORS, FRAGRANCES AND
AROMA CHEMICALS AS WELL AS A MAJOR MANUFACTURER OF FINE CHEMICALS AND
CHEMICAL INTERMEDIARIES USED IN A BROAD RANGE OF INDUSTRIAL AND AGRICULTURAL
APPLICATIONS.

BBA SERVES AN ESTIMATED $12 BILLION GLOBAL MARKET AND IS COMMITTED TO
MEETING THE NEEDS OF ITS CUSTOMERS WORLDWIDE BY CONDUCTING OPERATIONS FROM 60
LOCATIONS IN 38 COUNTRIES ON SIX CONTINENTS.

THE HIGHEST LEVEL OF CREATIVE SKILL AND TECHNICAL EXPERTISE HAS ALLOWED
BBA TO DELIVER A WELL RESPECTED OFFERING OF FLAVORS AND FRAGRANCES USED IN THE
DEVELOPMENT OF THE WORLD'S LEADING FLAVORED AND SCENTED CONSUMER PRODUCTS.

THE COMPANY'S FLAVORS PROVIDE MANUFACTURERS OF BEVERAGES, DAIRY
PRODUCTS, BAKED GOODS, CONFECTIONERY ITEMS, PREPARED MEALS AND PROCESSED FOODS
WITH SATISFYING TASTES.

BBA'S FRAGRANCE COMPOUNDS ARE USED TO PRODUCE PLEASING SCENTS IN
PERFUMES AND COLOGNES, SCENTED CANDLES, SOAPS, DETERGENTS AND CLEANSERS, AIR
FRESHENERS, COSMETICS AND A WIDE VARIETY OF OTHER HOUSEHOLD AND HEALTH AND
BEAUTY PRODUCTS.

AROMA CHEMICALS, FINE CHEMICALS, NATURAL EXTRACTS AND ESSENTIAL OILS
PRODUCED BY THE COMPANY ARE THE BASIC BUILDING BLOCKS FOR A MULTITUDE OF
COMPOUNDED FLAVORS AND FRAGRANCES. BBA'S CHEMICALS BUSINESS SUPPORTS THE
COMPANY'S OWN PRODUCTION NEEDS AND THOSE OF LEADING GLOBAL CONSUMER PRODUCT
MANUFACTURERS AND FRAGRANCE COMPOUNDERS.

[LOGO] Bush Boake Allen Inc.

<PAGE>

FINANCIAL HIGHLIGHTS

($ IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
1999 1998 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales and Earnings:
Net Sales .......................... $499,037 $485,374 3
Income From Operations ............. 45,654 56,844 (20)
Income Before Income Taxes ......... 38,984 50,666 (23)
Net Income ......................... 23,983 33,692 (29)
- --------------------------------------------------------------------------------
Per Share:
Net Income - basic ................. $ 1.24 $ 1.75 (29)
- diluted ............... 1.24 1.74 (29)
Stockholders' Equity ............... 17.45 16.62 5
- --------------------------------------------------------------------------------
Ratios:
Net Income to Net Sales ............ 4.8% 6.9%
Long-Term Debt to Total Capital .... 2.3 3.2
- --------------------------------------------------------------------------------
Financial Position at Year-End:
Total Assets ....................... $461,017 $458,410 1
Long-Term Debt ..................... 8,003 10,354 (23)
Stockholders' Equity ............... 336,737 320,521 5
- --------------------------------------------------------------------------------
Additional Information:
Cash Provided by Operations ........ $ 36,021 $ 47,110 (24)
Capital Expenditures ............... 28,046 35,961 (22)
Number of Employees ................ 1,978 1,977 --
- --------------------------------------------------------------------------------
</TABLE>

NET SALES NET INCOME
($ in Millions) ($ in Millions)

[BAR CHART] [BAR CHART]

WORLDWIDE SALES BY END USE (percent) WORLDWIDE SALES BY CATEGORY (percent)

Bush Boake Allen BBA Flavors BBA Fragrances BBA Aroma Chemicals
[BAR CHART] [BAR CHART] [BAR CHART] [BAR CHART]

<S> <C> <C> <C>
Aroma Chemicals 22% Oral Hygiene 3% Colognes/Perfumes 6% Intermediates 4%

Fragrance 20% Other 7% Cosmetics/Toiletries 25% Agrichemicals 10%

Flavor 58% Dairy/Ice Cream 11% Soaps/Detergents 29% Fragrances 86%

Beverages 18% Cleaners/
Air Fresheners 40%

Confectionary/Bakery 20%

Snacks/Processed
Foods 41%

</TABLE>

Bush Boake Allen Inc. 1

<PAGE>

DEAR STOCKHOLDER:

Nineteen ninety-nine was a year of both challenges and progress at Bush Boake
Allen. While economic difficulties in several of our principal markets impacted
on our financial results, we can report that we reached a milestone in our
business and our strategies were rewarded in several important areas. In 1999,
we successfully completed our seven-year expansion and automation program, which
will allow us to more effectively serve our expanded client base around the
world. Further, we experienced growth in key developing markets through
strengthened capacity and enhancements to the product line. It is the
combination of a "Clear Strategy and Sharp Focus," which has enabled us to
establish our strong international presence, and focus on better serving a
diverse global marketplace.

FINANCIAL PERFORMANCE

In 1999, net sales rose 2.8% to $499.0 million from $485.4 million in 1998.
Net income for the year was $24.0 million, or $1.24 per diluted share,
compared with net income of $33.7 million in 1998, or $1.74 per diluted share.
The 1998 results included a non-recurring gain of $2.3 million from the sale
of land and buildings in England.

Weak performance in our U.K. flavors and savory products business in
1999, resulting from pricing pressures brought on by the continued strength of
the Pound Sterling against weaker European currencies, and consolidation and
fewer product launches among our customers had a significantly adverse impact on
our operating results. We are nevertheless encouraged by strengthened
performance, particularly in U.S. flavors which gained momentum in the final
months of the year, and our Asia Pacific Region where we are seeing excellent
growth.

Our aroma chemicals business also experienced difficulty in 1999. Major
margin reductions resulted from a sharp drop in the cost of turpentine and
competitive pricing pressures, particularly in Europe. However, in most areas,
BBA retained market share and met increased volume demands. As we move forward,
we expect that lower raw material prices, combined with increased volume
capabilities, will support our efforts to regain margins and grow our aroma
chemicals business.

In another important event, Union Camp Corporation and International
Paper Company successfully completed their merger, announced in November 1998,
after receiving regulatory and shareholder approval this year. As a result, a
majority interest in BBA was transferred to International Paper Company on April
30, 1999.

A CLEAR STRATEGY FOR GROWTH

1999 marked the completion of BBA's $240 million capital investment program,
reflecting our clear and long-standing strategy for global expansion. Launched
in 1992, this broad-based initiative was aimed at strengthening our capacity
and efficiency worldwide, and thus allow us to better meet the needs of our
multinational customers.

Among the most important aspects of our investment program was the
conclusion of our "Gaps in Maps" strategy. This included the completion of new
manufacturing sites, over the last several years, in Thailand, China, Turkey and
Mexico as well as the 1996 acquisition of a company in Argentina, and increasing
our holdings in Italy, the Philippines and India.

With the focused expansion of BBA worldwide in production, research and
development and sales, BBA is well positioned for the future. We have
strategically enhanced our global capabilities to allow us to better meet the
needs of multinational customers as well as local companies by operating in both
the developed and the newly industrialized markets around the world.

The competitive advantages presented by our strong international
presence are numerous. BBA is now able to provide our customers with local sales
and technical staff in 38 countries around the world. More importantly, we are
able to meet the growing demand on the part of multinational and local
manufacturers by supplying consistent, locally manufactured products worldwide
as well as understanding local preferences.

Further, we successfully completed the bulk of our extensive automation
program aimed at improving productivity and achieving economies of scale in both
our aroma chemicals and flavor and fragrance businesses.

In our chemicals operations, we consolidated some of our terpene
production at Jacksonville to cut costs and we improved our manufacturing
processes at both sites. We also upgraded our U.K. and U.S. compound flavor and
seasonings plants, increasing productivity. We have only just begun to see the
benefits of these investments across our businesses and we expect more
substantial improvements going forward.

A SHARP FOCUS ON SALES

Our Americas Region delivered strong results in 1999. Despite slow sales in U.S.
flavors, double-digit growth in the expanding U.S. seasonings and fragrance
businesses drove an overall sales increase of 7% for the region.

Other American markets also achieved significant progress. Canadian
operations reported double-digit growth in sales with our Latin American
business also making substantial gains after a slow 1998. Driven by expanded
capacity in our Mexico operations and a strengthening in Brazil, Latin American
flavor and fragrance sales rose 13% in 1999.

1999 was a challenging year for our European operations. The modest
growth from our Continental European business was not enough to offset the
decline in our U.K. flavor sales and diminished demand for U.K. savory products.

While performance suffered largely as a result of pricing pressures on
U.K. manufactured products, operational problems at the regional level also
affected performance in this region. We have taken decisive measures to address
deficiencies, strengthening our regional management team and expanding our sales
and marketing resources through the launch of a

2 1999 Annual Report

<PAGE>

[PHOTO]
JULIAN W. BOYDEN Chairman, President and Chief Executive Officer

technical and sales center near Rotterdam. This new facility will provide BBA a
much-needed additional base on the continent, allowing us to work in closer
proximity to some of our European clients.

This year, however, marked strong improvements in our Asia-Pacific
region. Sales rose by 13% in 1999, signaling a gradual economic recovery in the
wake of the currency turmoil and economic crisis that have plagued the region
since 1997. BBA China led the growth in this region with sales advancing an
impressive 61%. Strengthened performance was also seen in Singapore, Malaysia,
Japan and Thailand, all of which reported double-digit sales growth in 1999.

Our International Region, spanning India, Eastern Europe and Southern
Africa also reported modest progress driven by strong growth in India, for a
second consecutive year. While Eastern Europe also began to show signs of
recovery following the collapse of the Ruble in 1998, the value of the South
African Rand fell by 12% against the dollar this year. Our Turkish operations
continued to be affected by natural disaster and economic difficulties in the
country. However, with 1999 marking our first full year of expanded BBA
operations there, we are hopeful of experiencing a more stable environment going
forward.

FOCUSED ON PRODUCT LEADERSHIP

BBA believes new product development is essential to maintaining our leadership
position in a highly competitive environment. Our dedication to research and
development has allowed the Company to become a market leader in several
industry applications in our flavor, fragrance and aroma chemical businesses.

In 1999, BBA allocated $25 million to the development of new flavors and
fragrances and chemical products, on top of investments of $25 million in 1998.
This past year we focused on improving our product mix and developing our
in-house chemicals and natural raw materials to offer customers a broader range
of unique and proprietary products.

We have also implemented measures to expand our sales and marketing
efforts by increasing sales coverage in underdeveloped markets and strengthening
our position in our principal markets. While our key clients remain major
multinational companies, we will pay increasing attention to diversifying our
customer base to include a greater number of retail chains, which are seeking to
expand their higher margin private-label goods.

A CLEAR STRATEGY FOR THE FUTURE

As we go forward, we will continue to refine and execute our growth strategy. We
will focus on leveraging our expanded global presence and improved capacity to
serve a growing client base. In 2000 and beyond, we are committed to further
diversifying our product and service offerings, particularly in our value-added
businesses.

Value-added products represent an increasingly significant opportunity
for our Company to achieve growth and increase profitability. We are focused on
expanding our higher margin compound flavor business and our blended seasonings
for snack and convenience foods. We further expect that cosmetics, toiletries,
soap, detergents and household products, including air fresheners and candles,
will continue to play an important role in the success of our fragrance
business.

We will also increase profitability by placing greater emphasis on
enhancing efficiency. Initiatives, such as plans to optimize our invested
capital, will enable us to leverage our strengthened capabilities to improve
productivity and reduce costs.

At this time, we welcome two new members to our Board of Directors. Mr.
C. Wesley Smith, executive vice-president and a director of International Paper
Company, and Mr. C. Cato Ealy, vice-president of business development and
planning at International Paper Company, joined BBA's Board in May and September
of 1999, respectively. We expect to benefit greatly from their expertise going
forward. We also thank outgoing board members, Messrs. George Sella and Tom
Crane, for their efforts and dedication to helping build BBA since we became a
publicly traded company in mid-1994.

In conclusion, we would also like to acknowledge the efforts of our
committed employees, who have enabled us to meet important challenges, as well
as our shareholders and customers for their continued support.

Sincerely,

JULIEN BOYDEN
J.W. Boyden
Chairman, President and Chief Executive Officer

March 10, 2000

Bush Boake Allen Inc. 3

<PAGE>

Americas Region
Percent of Total
Company Flavor &
Fragrance Sales

[PIE CHART] [PHOTO]

Flavor 26%
Fragrance 11%

4 1999 Annual Report

<PAGE>

AMERICAS REGION

[MAP]

Above: BBA continues to achieve growth in its flavors and fragrance businesses
across the U.S., Canada and Latin America.

Left: The Company's proprietary fragrances are used in a broad range of personal
care products, including shampoos, lotions, soaps and other health and beauty
aids.

Right: As a leading supplier of flavors and seasonings, BBA continues to expand
its share of the rapidly growing savory snack food market.

Throughout 1999, Bush Boake Allen focused on the expansion and
automation of its manufacturing infrastructure in the Americas Region. These
efforts resulted in enhanced capacity, which coupled with a strong marketing
strategy, strengthened performance. Sales in the Americas rose 7% in 1999, with
strong double-digit growth registered in U.S. seasonings, U.S. fragrances,
Canada and Latin America.

BBA's U.S. seasonings business continued to represent one of the
Company's most important growth drivers and reflects consumer preferences for
value-added products. In 1999, sales in this area increased 15% as the Company
successfully expanded its share of the snack and prepared food seasonings
markets.

With the modernization of the Company's Carrollton, Texas manufacturing
facility in 1999, BBA is well positioned to further expand its customer base
within the chain restaurant, food service and snack food segments. BBA's
innovative seasonings will provide real enhancement to these customers' product
lines.

For the second year in a row, BBA's U.S. based fragrance business has
experienced double-digit growth. Strengthened performance was supported by a
focus on the Norwood, New Jersey manufacturing facility with a 30% capacity
expansion, continued efficiencies from automation, and recently being awarded
OSHA VPP status.

The Company successfully expanded its business with major fragrance
accounts and continues to show strong growth with new wins in personal care,
fabric care and household products. BBA also gained increased market share in
the scented candle industry through sales of Uniclear'TM' candles, based on
patented technology which generated significant revenues in 1999, exceeding
forecast.

There was a mild downturn in the Company's U.S. flavors business in
1999, resulting from pricing pressures associated with retail consolidation and
fewer customer new product launches throughout the year. Nevertheless, while
sales were weak in the first nine months of the year, there was an improvement
toward the end of 1999 with growth continuing into the beginning of 2000.

In 1999, the flavor division achieved core supplier status with several
of its major customers, as manufacturers worked to streamline their businesses.
The expansion and automation of BBA's Chicago flavors plant also allowed the
Company to realize improved efficiency and enhance customer service. BBA is
encouraged about the future of its compound flavors business.

Latin America also showed significant signs of progress with sales
rising 13% in 1999. Strengthened results in the region support BBA's growth
strategy and the substantial investments made by the Company in the region over
the past several years.

Sales in Brazil, Mexico and Argentina were particularly strong and more
than offset weakness in some of the other Latin American markets. The start up
of a flavor manufacturing facility in Mexico and a tight control on costs
enabled the Latin American region to greatly improve operating income over the
prior year.

[PHOTO]

Bush Boake Allen Inc. 5

<PAGE>

Europe Region
Percent of Total
Company Flavor &
Fragrance Sales

[PIE CHART] [PHOTO]

Flavor 20%
Fragrance 7%

6 1999 Annual Report

<PAGE>

EUROPE REGION

[MAP]

Above: Focused on expanding its European flavors and fragrance businesses, BBA
opened a new technical center near Rotterdam in 1999 to support growth.

Left: The development of value-added flavor products allows the Company to
further penetrate Europe's growing beverage market.

Right: BBA is a leading provider of fragrances used in the development of
cosmetics and a variety of skin care products.

Nineteen ninety-nine was a challenging year for BBA's European
operations. While the Company reported modest sales growth in Germany, France
and Benelux countries, and solid growth in its fragrance operations, overall
sales and operating income for the region declined, reflecting weakened demand
for the Company's U.K. flavor and natural savory products. Consolidation and
mergers by major customers has resulted in fewer new product launches and
margins are under continuing pressure from a highly competitive retailer driven
marketplace.

Operational deficiencies at the regional level seriously impacted the
Company's European results in 1999. Also contributing to the downturn were the
effects of currency exchange rates on BBA's business. The continued strength of
the Pound Sterling against the Euro brought significant pricing pressure on BBA
goods produced at the Company's main European manufacturing sites in the U.K.,
putting BBA at a competitive disadvantage to continental producers.

BBA implemented several strategic initiatives throughout its European
operations to strengthen performance and enhance profitability. Operational
issues are being addressed at the regional level through a restructuring of the
Company's management. Further, BBA is expanding its sales and technical
resources, in line with anticipated growth, to drive sales and enhance customer
service going forward. Extensive development programs are also underway to
provide added value functionality to our core products and lay the foundation to
aggressively pursue fast emerging markets, such as nutraceutical and functional
food and drink products.

In 1999, BBA took an important step toward expanding the scope of its
European flavors business. The Company opened a new technical and creative
center near Rotterdam, Netherlands, to support growth on the continent. The new
center combines the latest technical application and pilot plant equipment with
newly designed laboratories. The center will not only allow the Company to
provide its customers with greater access to BBA technicians and creative and
sales staff, but also further allows the Company to more quickly and efficiently
meet the needs of its Continental European clients.

BBA anticipates that improved operational efficiency will help the
Company regain market share and strengthen results. BBA believes it has
strengthened its position on the continent to allow the Company to benefit from
anticipated growth in the European economies in the future.

[PHOTO]

Bush Boake Allen Inc. 7

<PAGE>

Asia Pacific Region
Percent of Total
Company Flavor &
Fragrance Sales

[PIE CHART] [PHOTO]

Flavor 17%
Fragrance 4%

8 1999 Annual Report

<PAGE>

ASIA PACIFIC REGION

[MAP]

Above: Economic recovery in the region is paving the way for growth in BBA's
Asia Pacific Region.

Left: Strengthened capabilities across Asia and the Pacific Rim have enabled the
Company to meet growing demands for its flavors and fragrances.

Right: BBA supplies flavors to manufacturers of popular sweet and savory snack
food throughout the region.

Bush Boake Allen's Asia Pacific Region, headquartered in Singapore,
experienced significant growth in 1999 as several key markets showed signs of
recovery following currency turmoil and economic difficulties that began in
1997.

Total sales for the region increased 13%, reaching $88.3 million, with
operating income also registering impressive double-digit growth. BBA's
strengthened results, despite varying degrees of improvement throughout Asia and
the Pacific Rim, indicate that demand for the Company's flavors and fragrances
continues to remain strong.

Among BBA's most developed markets in the region are Australia and New
Zealand, where the Company has operated for over 100 years and 50 years,
respectively. In 1999, BBA reported modest growth in these markets, while
developing markets also came to play an increasingly important role in the
Company's business.

BBA China led growth in the region in 1999, with sales advancing 61%.
These results are largely attributable to expanded capacity in the Company's
flavor and fragrance plant in Guangzhou, which became fully operational in 1997.
Going forward, BBA anticipates that the Guangzhou plant will allow the Company
to continue to enhance performance and grow its position in the vast Chinese
market.

BBA's business also achieved significant growth in Malaysia, as well as
in Thailand where the automation and expansion of BBA's seasoning plant allowed
the Company to post a double-digit increase in sales.

Japan continues to represent an important market for BBA. 1999 saw the
strengthening of the Yen against the Singapore Dollar, after having experienced
significant pressure in 1998. As a result, BBA products became more competitive
in the Japanese market, resulting in sales gains of 27% for the year.

Additionally, BBA saw a rise in operating income in several regional
markets, with double-digit growth achieved in the Philippines, China, Japan and
Malaysia.

The Company is encouraged about the future of the Asia Pacific Region
and has taken strategic measures to grow its business in line with anticipated
recovery in these markets. With strengthened presence in the region, BBA is
focused on leveraging the Company's expanded technical and manufacturing
capabilities to strengthen top-line growth and enhance profits.

[PHOTO]

Bush Boake Allen Inc. 9

<PAGE>

International Region
Percent of Total
Company Flavor &
Fragrance Sales

[PIE CHART] [PHOTO]

Flavor 11%
Fragrance 4%

10 1999 Annual Report

<PAGE>

INTERNATIONAL REGION

[MAP]

Above: BBA's strong global presence allows the Company to understand and meet
local tastes across its vast International Region.

Left: Expanded operations in Turkey help BBA service growing demands in
neighboring Middle-Eastern and Eastern European countries for flavors and
seasonings used to produce snack foods and beverages.

Right: BBA has gained even greater market share in India as consumption of
value-added prepared meals continues to rise.

The International Region, encompassing markets from Eastern Europe to
the Middle East and the Indian sub-continent to Africa, reflects BBA's
commitment to maintaining a strong presence throughout its customers' global
markets. In 1999, the Company focused on expanding its capacity and enhancing
performance throughout 21 locations in 13 countries around the region. Overall,
sales for the International Region reported modest growth of 3% in 1999. While
several markets continued to be affected by economic difficulties, other key
markets reported significant progress.

For the second consecutive year, India led growth in the International
Region. Sales rose an impressive 13% in 1999, supported by the expansion of
BBA's seasonings blending facility in Chitoor, as well as its sales and
technical staff at its Chennai headquarters. These initiatives have allowed the
Company to service an expanded customer base in the growing Indian snack and
prepared food markets. The Company is encouraged by progress in the Indian
economy and expects increasing demand for value-added foods and household,
toiletry and personal care products to have a positive impact on its business.

Performance in the Southern African region and Eastern Europe were mixed
in 1999. The South African Rand declined 12% in value against the U.S. Dollar,
while Eastern European markets began a slow recovery following a downturn in
local economies in the aftermath of the collapse of the Russian Ruble in 1998.
BBA took important steps in 1999 to strengthen its Eastern European operations.
BBA registered a sales company in Warsaw, Poland and established relationships
with a strong network of local manufacturers in Russia through which BBA's
products were sold.

1999 also marked the first full year of operations for BBA's newly
expanded Turkish facility. While the Company's performance was affected by
difficulties in the Turkish economy following earthquakes that devastated the
country in August, we expect that our strengthened presence there will allow BBA
to become a leading domestic supplier. Further, the Company expects that
Turkey's strategic location will allow BBA to expand its exports to important
neighboring markets in the Middle East and Eastern Europe.

[PHOTO]

Bush Boake Allen Inc. 11

<PAGE>

Aroma Chemicals
Percent of Total
Company Sales

[PIE CHART]
[PHOTO]

Aroma Chemicals 19%

12 1999 Annual Report

<PAGE>

AROMA CHEMICALS

[PHOTO]

Above: Modernization of aroma chemical manufacturing plants in the U.S. and U.K.
will help BBA meet growing internal needs as well as the needs of its large
multinational customer base.

Left: BBA's aroma chemical products are found in a broad range of popular soaps,
detergents, cleansers and other widely used household products.

Right: As the principal ingredients in fragrances, aroma chemicals are used to
develop appealing scents and other toiletry and cosmetic products.

Aroma chemicals, produced at the Company's state-of-the-art
manufacturing plants in Jacksonville, Florida and Widnes, England, are basic
building blocks in the creation of fragrances used in a broad range of consumer,
household and personal care products.

This division of BBA's business serves a large multinational client base
of consumer product manufacturers and fragrance compounders and also supports
the development of BBA's own line of unique fragrances and products through the
internal use of patented materials.

1999 was a difficult year for BBA's aroma chemicals business with
several factors putting significant pressure on margins. Since the mid-1990's,
companies in the industry, namely major competitors in Europe, the U.S. and
Japan, have expanded capacity and significantly increased output. The result in
1999 was weak pricing in some aroma chemical segments.

Additionally, the strength of the U.S. Dollar and the Pound Sterling
against the Euro and other European currencies put BBA's U.S. and U.K. produced
products at a competitive disadvantage with Continental European manufacturers.
A sharp drop in the cost of turpentine, on top of these adverse foreign exchange
rates, resulted in major margin reductions in certain aroma chemicals in 1999.

Despite these challenges, BBA remained focused on executing its
long-term growth strategy and achieved success in a number of important areas.
The Company effectively strengthened capacity and improved efficiency following
the completion of modernization programs at its manufacturing facilities this
year, including the installation of a large capacity hydrogenator in the
Company's Jacksonville plant.

As a result, the Company achieved greater cost efficiency and improved
capacity. BBA reported a 7% rise in aroma chemicals volumes in 1999, well above
the industry average, and successfully maintained its market share in a
competitive environment. Pine oil volumes also rose 28% in fiscal 1999,
reinforcing BBA's position as the world's leading pine oil producer.

BBA also strengthened its product mix with the further development of
Boisvelone, a diffusive woody amber aroma chemical, and the launch of several
new products, including Anandol, a powerful floral sandalwood odor, and several
bleach stable specialties used in the manufacturing of laundry care products.

Going forward, BBA is well positioned to take advantage of lower-priced
raw materials and leverage its volumes and strengthened product mix to improve
performance and deliver stronger financial results.

[PHOTO]

Bush Boake Allen Inc. 13

<PAGE>

Research &
Development
Expenditures
($ in millions)

[PHOTO]

[BAR CHART]

14 1999 Annual Report

<PAGE>

- --------------------------------------------------------------------------------
RESEARCH & DEVELOPMENT

[PHOTO]

Above: The allocation of
over $50 million over the
past two years to research
and development allows
BBA to provide state-of-
the-art technical capabilities
around the world.

Left: BBA's successful
research programs enable
the Company to continue
to produce new and unique
base tastes and scents.

Right: Skilled flavorists
and perfumers have
identified and synthesized
over 130 novel chemicals
used in the development
of BBA's flavors and
fragrances.

Research and development capabilities effectively provide the Company
with the right technologies and creative products to meet growing demands for
flavor and fragrance and fine chemical products. BBA is committed to meeting
these demands and views the development of new base tastes and scents as the key
to sales growth and the Company's continued success.

In 1999, BBA implemented a number of important initiatives to enhance
its research and development capabilities and improve the effectiveness of its
products. The Company allocated some $25 million to support progress at its
three main technical facilities, situated at Montvale, New Jersey, London,
England, and Chennai, India, as well as 42 additional technical development and
application laboratories throughout the world. Aroma chemicals research and
development is conducted in advanced technical centers in Jacksonville, Florida
and Widnes, England.

BBA also strengthened management, naming a new head of flavor and
fragrance research in 1999, who brings more than fifteen years of development
and managerial experience in the flavor and fragrance industry to BBA.

The Company's Generessence'r' research program, concentrating on flavors
and fragrances, made significant progress in 1999. It successfully identified
and synthesized a broad range of novel chemicals by isolating a variety of
essences given off by growing plants. These unique chemicals now number over
130, for which BBA is currently pursuing a number of patents. Due to great
strides made this year by BBA's talented team of flavorists and perfumers, the
Company extended the scope of this program. Going forward, BBA's Generessence'r'
research program will also focus on other important areas such as taste effects
in foods, noted to be among the most important new frontiers in flavor research
today.

Other important developments were also made in the Company's flavor
technology research. BBA technicians focused on developing improved powder and
heat-stable systems as well as creating a broader range of vanilla building
blocks to support growth in the Company's expanding compound flavors and vanilla
operations.

BBA is encouraged by the progress made in its flavor and fragrance and
chemical research and is confident that strengthened capabilities throughout its
global operations have positioned the Company to capitalize on growing demand
for its products worldwide.

[PHOTO]

Bush Boake Allen Inc. 15

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

- --------------------------------------------------------------------------------

OVERVIEW

Bush Boake Allen Inc. (BBA) is a global producer of flavors and fragrances and
aroma chemicals. The Company believes it is one of the ten largest manufacturers
of flavors (including essential oils, seasonings and spice extracts) and
fragrances and aroma chemicals in the world, as measured by revenues, and its
products are sold to many of the leading multinational consumer product
companies throughout the world. BBA's business is organized into two operating
segments: (i) flavor and fragrance and (ii) aroma chemicals, which accounted for
81% and 19%, respectively, of total 1999 net sales. The Company conducts its
operations in 38 countries. BBA's sales in the Americas, Europe, Asia Pacific
and International regions accounted for 39%, 31%, 18% and 12%, respectively, of
total 1999 net sales. See Note 11 to Consolidated Financial Statements.

On April 30, 1999, Union Camp Corporation merged with and into
International Paper Company ("International Paper"). International Paper became
the majority stockholder of the Company.

The Company operates in competitive markets where product quality,
integrity, innovation and customer service and support, in addition to price,
are critical factors. During 1999, the Company's three largest customers
accounted for approximately 6%, 4%, and 2%, respectively, of its total sales and
no other single customer accounted for more than approximately 2% of total
sales.

The following table sets forth the percentage relationship to net sales
of certain income statement items for the periods presented:

<TABLE>
<CAPTION>
Year Ended December 25,
1999 1998 1997
-----------------------
<S> <C> <C> <C>
Net sales...................................... 100.0% 100.0% 100.0%
Costs and other charges:
Cost of goods sold........................... 66.1 64.1 64.4
Selling and administrative expenses.......... 19.6 19.0 20.0
Research and development expenses............ 5.1 5.2 4.9
Income from operations......................... 9.1 11.7 10.7
Net income..................................... 4.8 6.9 6.3

</TABLE>

YEAR ENDED DECEMBER 25, 1999 COMPARED TO YEAR ENDED DECEMBER 25, 1998

NET SALES

Net sales for the year ended December 25, 1999 increased 2.8% to $499.0 million
from $485.4 million in the prior year. Net sales of flavor and fragrances
increased 5.7% to $406.0 million from $384.2 million. The Asia Pacific, Americas
and International region sales increased 13.1%, 7.4% and 2.7%, respectively
while Europe region sales were basically level with 1998. Net sales of aroma
chemicals decreased 8% to $93.0 million from $101.2 million primarily due to
significant reductions in selling prices resulting from a sharp decline in crude
sulfate turpentine costs and competitive pricing pressure in Europe. Net sales
in both product segments were adversely affected by the movement in foreign
currency exchange rates, primarily with currencies in Europe, Russia and Brazil
versus the U.S. dollar. If exchange rates had remained unchanged from 1998 to
1999, the increase in total net sales would have been approximately 7%.

COST OF GOODS SOLD

Cost of goods sold in 1999 increased 6.1% to $330.0 million from $311.1 million
in the prior year due primarily to increased sales, changes in product mix and
higher depreciation and amortization expense resulting from the completion of
major capital projects. The Company's cost of goods sold as a percentage of net
sales increased to 66.1% from 64.1%.

BBA
OPERATING
MARGIN
(percent)

[BAR GRAPH]

Year Percent
---- -------
1997 10.7
1998 11.7
1999 9.1

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses in 1999 increased 6.2% to $98.0 million from
$92.2 million in the prior year. This increase reflects a shift in resources to
the "front end" of the business, mainly selling and marketing, to promote growth
in the flavor and fragrance segment. Selling and administrative expenses as a
percentage of net sales increased to 19.6% from 19.0%.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses increased less than 1% to $25.4 million from
$25.2 million in the prior year. Research and development expenses as a
percentage of net sales decreased slightly to 5.1% from 5.2%.

16 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

INCOME FROM OPERATIONS

Income from operations in 1999 decreased 19.7 % to $45.7 million from $56.8
million in the prior year. Adverse foreign exchange rate movements negatively
impacted operating income by approximately 3%. As a percentage of net sales,
income from operations decreased to 9.1% from 11.7% reflecting unfavorable
product mix in both business segments and price reductions on aroma chemicals
which averaged 12% across all products.

Income from operations, exclusive of corporate items, for the flavor and
fragrance segment decreased 6.2% to $47.1 million from $50.2 million in the
prior year primarily due to weak results in Europe, mainly in the UK. In the
aroma chemicals segment, income from operations, exclusive of corporate items,
decreased 29.7% to $16.7 million from $23.8 million in the prior year. The
decrease in operating income reflects significant price reductions and
unfavorable product mix.

BBA
OPERATING
INCOME
($ in Millions)

[BAR GRAPH]

Year $in Millions
---- ------------
1997 52.7
1998 56.8
1999 45.7

OTHER (INCOME) EXPENSE, NET

Other (income) expense in 1999 was $4.3 million expense compared to $2.9 million
expense in 1998. Other (income) expense in 1999 includes a $900,000 loss on
foreign exchange compared to $3.5 million in 1998. Partially offsetting the
foreign exchange loss in 1998 was a $2.7 million pre-tax gain on the sale of a
parcel of land and tenanted buildings adjacent to the Company's Walthamstow,
England site during the fourth quarter of 1998.

INTEREST EXPENSE

Interest expense in 1999 decreased to $2.3 million from $3.3 million in the
prior year due primarily to the decrease in notes payable.

INCOME TAXES

Income tax expense decreased in 1999 to $15.0 million from $17.0 million in the
prior year primarily as a result of lower pre-tax income. The Company's
effective tax rate increased to 38.5% from 33.5% in the prior year. The 1999 tax
rate reflects the write-off of $600,000 in unused deferred tax benefits related
to the shut down of a sales office in Indonesia. The 1998 tax rate reflects the
benefit from reduced capital gains taxes on property dispositions in the UK.

YEAR ENDED DECEMBER 25, 1998 COMPARED TO YEAR ENDED DECEMBER 25, 1997
- ---------------------------------------------------------------------

NET SALES

Net sales for the year ended December 25, 1998 decreased 1.1% to $485.4 million
from $490.6 million in the prior year. Net sales of flavor and fragrance
compounds decreased 1.2% to $384.2 million from $388.7 million. The Asia Pacific
region and the International region sales decreased 11.3% and 5.6%,
respectively, from 1997 partially offset by an 8.2% increase in the Americas
region. Net sales of aroma chemicals decreased less than 1% to $101.2 million
from $101.9 million primarily due to competitive pricing pressure in Europe due
to the strengthening of the Pound Sterling, lower sales of musk chemicals due to
a decline in volume and price and a decrease in volume of shipments under a
long-term supply agreement with a major customer. Net sales in both product
segments were adversely affected by the movement in foreign currency exchange
rates, primarily with currencies in Asia Pacific and the International Region
(mainly India, Russia and South Africa) versus the U.S. dollar. If exchange
rates had remained unchanged from 1997 to 1998, the increase in total net sales
would have been approximately 5%.

COST OF GOODS SOLD

Cost of goods sold in 1998 decreased 1.6% to $311.1 million from $316.1 million
in the prior year due primarily to lower sales. The Company's cost of goods sold
as a percentage of net sales decreased to 64.1% from 64.4% in the prior year
primarily due to process efficiencies offset partially by higher depreciation
expense.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses in 1998 decreased 6.0% to $92.2 million from
$98.1 million in the prior year. This decrease reflects the benefit from the
Company's cost reduction program of last year and a lower level of severance
cost this year. Selling and administrative expenses as a percentage of net sales
decreased to 19.0% from 20.0%.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses increased 6.7% to $25.2 million from $23.6
million in the prior year due primarily to additional creative and technical
personnel for the flavor and fragrance segment. The Company has been increasing
its in-house R&D capabilities to be in a position to replace the

Bush Boake Allen Inc. 17

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

- --------------------------------------------------------------------------------

research services performed by Union Camp at its research facility in Princeton,
New Jersey which were discontinued at the end of 1998. The Company had
contracted for research services from Union Camp at rates that approximate the
fair value of the services provided. The total charges for Union Camp research
services in 1998 and 1997 were approximately $2.5 million and $3.8 million,
respectively.

INCOME FROM OPERATIONS

Income from operations in 1998 increased 7.8 % to $56.8 million from $52.7
million in the prior year. Adverse foreign exchange rate movements negatively
impacted operating income by approximately 4%. As a percentage of net sales,
income from operations increased to 11.7% from 10.7% reflecting the benefits
from Company cost reduction programs, lower severance costs and improved
chemical operating efficiencies.

Income from operations, exclusive of corporate items, for the flavor and
fragrance segment decreased less than 1% to $50.2 million from $50.5 million in
the prior year with strong growth in the Americas region almost offsetting
weakness in Europe and Asia Pacific. In the aroma chemicals segment, income from
operations, exclusive of corporate items, increased 12% to $23.8 million from
$21.3 million in the prior year. The increase in operating income reflects
improved operating efficiencies, lower severance costs and a $1.3 million price
adjustment. During the third quarter of 1998, the Company renegotiated a
long-term supply contract with a major chemicals customer. Because actual volume
offtake by the customer was below the required minimum, the customer agreed to a
$1.3 million "take or pay" price adjustment in favor of the Company. This
favorably impacted sales and operating income in the Company's aroma chemicals
segment.

OTHER (INCOME) EXPENSE, NET

Other (income) expense in 1998 was $2.9 million expense compared to $3.4 million
expense in 1997. Other (income) expense in 1998 includes a $2.7 million pre-tax
gain on the sale of a parcel of land and tenanted buildings adjacent to the
Company's Walthamstow, England site during the fourth quarter. Offsetting this
gain was a $3.5 million loss on foreign exchange during 1998 compared to a $2.0
million exchange loss in 1997.

INTEREST EXPENSE

Interest expense in 1998 increased to $3.3 million from $3.1 million in the
prior year due primarily to the increase in long-term debt.

INCOME TAXES

Income tax expense increased in 1998 to $17.0 million from $15.3 million in the
prior year primarily as a result of higher pre-tax income. The Company's
effective tax rate increased to 33.5% from 33.1% in the prior year. The 1998 tax
rate reflects the benefit from reduced capital gains taxes on property
dispositions in the UK and a deferred tax benefit due to a reduction in foreign
statutory income tax rates. The 1997 effective tax rate reflects a deferred tax
benefit due to the reduction in the UK statutory income tax rate during the
year.

FOREIGN CURRENCY

Operations outside the United States represent a significant portion of the
Company's business. The Company operates in a global marketplace and,
accordingly, is subject to foreign exchange restrictions and currency
fluctuations. Currency fluctuations impact the Company in several ways,
including (i) the translation of the Company's results of operations and balance
sheet initially recorded in foreign currencies into U.S. dollars, (ii) the
Company's ability to offer products manufactured in foreign markets at
competitive prices in local markets and (iii) the settlement of cross-border
transactions in foreign currencies. In order to mitigate the impact of currency
fluctuations relating to cross-border transactions, the Company, when
appropriate, enters into foreign currency hedging transactions.

FINANCIAL MARKET RISK

The Company is exposed to interest and foreign exchange rate risk due to
various transactions. The Company generates foreign currency exposures in its
normal course of business with activity involving intercompany and third party
obligations, dividends, expenses, commissions, royalties, acquisitions,
intercompany netting, intercompany loans, funding currency accounts and tax
payments. To mitigate the risk from foreign currency exchange rate fluctuations,
the Company will generally enter into forward currency exchange contracts for
the purchase or sale of a currency in accordance with authorized levels pursuant
to the Company's policy and procedures. The Company applies value at risk (VAR)

18 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

techniques when measuring the Company's exposure to interest rate and currency
fluctuations. VAR is a measurement of the estimated loss in fair value until
currency positions can be neutralized, recessed or liquidated and assumes a
95-percent confidence level with normal market conditions. The potential one day
loss, as of December 25, 1999, was approximately $1.2 million and it is
considered insignificant in relation to the Company's results of operations and
shareholders' equity.

ENVIRONMENTAL

The Company is subject to various United States federal, state and local
environmental laws and regulations as well as those in the countries outside the
United States in which it operates. The Company believes that it is in
compliance in all material respects with applicable laws and regulations. The
Company has invested approximately $2.4 million, $2.5 million and $1.5 million
in 1999, 1998 and 1997, respectively, for environmental projects and expects to
make total capital expenditures of approximately $3 million for environmental
projects in 2000.

The Company does not believe that environmental matters currently
relevant to its business, taken individually or in the aggregate, will have a
material adverse effect on its financial position or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow provided by operations in 1999 was $36.0 million, a decrease of $11.1
million from the prior year. Cash flow provided by operations increased $11.5
million in the year ended December 25, 1998 to $47.1 million from $35.6 million
in the prior year. Working capital management of inventory levels continues to
improve, but could not offset the reduction in operating net income in 1999.

Capital expenditures were $28.0 million, $36.0 million and $33.5 million
for 1999, 1998 and 1997, respectively. The aroma chemicals segment, which
requires a relatively large investment in chemical processing plants, is more
capital intensive than the flavor and fragrance segment, which is engaged in
less capital-intensive mixing and blending operations.

During 1997, the Company purchased a flavor manufacturing plant in
Mexico and began construction on a plant in Turkey. In 1998, the Company
completed construction of the Turkey facility and began expanding the capacity
of our flavors and seasonings plants in the United States. During 1999 and 1998,
the Company completed most of its major capital investment programs and expects
total capital expenditures in the year 2000 to be approximately $16 million.

During 1999, working capital increased $4.3 million to $128.9 million
from $124.6 million in the prior year due primarily to a reduction in current
liabilities, mainly from a decrease in notes payable. During 1998, working
capital increased $22.7 million to $124.6 million from $101.9 million in the
prior year also due primarily to a decrease in notes payable.

The Company has revolving credit facilities in numerous countries other
than the United States which provide for aggregate availability of $72.0
million. In addition, the Company has a $18.0 million, three year committed
multi-option-borrowing facility from a leading European bank. At December 25,
1999, approximately $7.6 million was outstanding under these facilities and
included in notes payable ($16.4 million as of December 25, 1998). Commitment
fees are either nominal or zero. Covenants, to the extent they exist, are
presently being met. Borrowings under these agreements bear interest at local
market rates which ranged from 1.2% to 25.0% in local currencies during 1999.

The Company also has revolving bank credit facilities under which the
Company may obtain unsecured borrowings up to $25.0 million in the United
States. Any borrowings under these facilities would incur interest at the
prevailing prime rate or U.S. dollar LIBOR rate. As of December 25, 1999 and
1998, nothing was outstanding. There are no commitment fees or borrowing
covenants.

The Company believes that its available cash, funds provided by
operations and available borrowing capacity under its credit facilities will be
sufficient to support its debt service, working capital and capital expenditure
requirements for the foreseeable future, including implementation of its
strategy to strengthen its position as a leading producer of flavors, fragrances
and aroma chemicals and for long-term growth.

Bush Boake Allen Inc. 19

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

- --------------------------------------------------------------------------------

ACCOUNTING MATTERS

In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments. The
statement, which is effective for the Company in the first quarter of 2001,
requires all derivatives to be measured at fair value and recognized as either
assets or liabilities. Management does not expect adoption of this statement to
have a material effect on the Company's consolidated financial position or
results of operations.

YEAR 2000

The Year 2000 issue is based on computer programs' use of two-digit years
primarily in sorts, calculations or comparisons. Systems that have Year 2000
issues could result in erroneous results or system failures when processing
dates greater than 1999.

The Company began its formal Year 2000 project in April 1998 reviewing
the Company's internal systems, hardware and other equipment including systems
interfacing with the Company from external third party sources. The process
included reviewing major supplier relationships and determining their compliance
status and also communicating with customers concerning our Year 2000 project
compliance status. Contingency plans were developed covering potential major
issues including problems with critical suppliers. The Company has not
experienced any disruption to operations related to Year 2000 issues.

The Year 2000 issue did not have a material effect on the Company's
consolidated financial position or results of operations. The total costs to
modify or replace systems and equipment that required remedial action were
approximately $3.1 million, of which $2.7 million relates to capital equipment.

EURO CONVERSION

On January 1, 1999 certain member nations of the European Economic and Monetary
Union (EMU) adopted a common currency, the "Euro". For a three-year transition
period, both the Euro and the members' national currencies will remain in
circulation. After June 30, 2002, the Euro will be the sole legal tender for EMU
countries. The Company does not expect that the adoption of the Euro currency
unit will have a material impact on its operations, financial condition or
liquidity. The costs of addressing the Euro conversion are not expected to be
material and will be charged to operations as incurred.

- --------------------------------------------------------------------------------
QUARTERLY INFORMATION (UNAUDITED)
($ IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
Net Income Net Income
Gross Net Per Share Per Share
Net Sales Profit Income Basic Diluted
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999

Fourth Quarter......... $128,296 $45,877 $6,945 $.36 $.36
Third Quarter.......... 122,148 42,476 6,771 .35 .35
Second Quarter......... 127,223 41,688 5,752 .30 .30
First Quarter.......... 121,370 39,010 4,515 .23 .23
- ------------------------------------------------------------------------------------------
1998

Fourth Quarter......... $123,356 $42,019 $9,224 $.48 $.48
Third Quarter.......... 121,481 44,539 8,096 .42 .42
Second Quarter......... 122,291 45,118 8,721 .45 .45
First Quarter.......... 118,246 42,631 7,651 .40 .39
- ------------------------------------------------------------------------------------------
1997

Fourth Quarter......... $123,897 $44,626 $7,163 $.37 $.37
Third Quarter.......... 122,577 42,764 8,105 .42 .42
Second Quarter......... 125,704 45,701 8,471 .44 .44
First Quarter.......... 118,407 41,362 7,242 .38 .37
- ------------------------------------------------------------------------------------------
</TABLE>

20 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

($ IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
Year Ended December 25, 1999 1998 1997
- -------------------------------------------------------------------------------------

<S> <C> <C> <C>
Net sales ................................. $499,037 $485,374 $490,585
Costs and other charges:
Cost of goods sold ...................... 329,986 311,067 316,132
Selling and administrative expenses ..... 97,999 92,235 98,076
Research and development expenses ....... 25,398 25,228 23,640
- -------------------------------------------------------------------------------------
Income from operations .................... 45,654 56,844 52,737
Interest expense .......................... 2,322 3,326 3,075
Other (income) expense, net ............... 4,348 2,852 3,362
- -------------------------------------------------------------------------------------
Income before income taxes ................ 38,984 50,666 46,300
Income taxes .............................. 15,001 16,974 15,319
- -------------------------------------------------------------------------------------
Net income ................................ $ 23,983 $ 33,692 $ 30,981
- -------------------------------------------------------------------------------------
Net income per share - basic .............. $1.24 $1.75 $1.61
- diluted ............ $1.24 $1.74 $1.60
- -------------------------------------------------------------------------------------

</TABLE>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ IN THOUSANDS)

Year Ended December 25, 1999 1998 1997
- ----------------------------------------------------------------------------------------

<S> <C> <C> <C>
Net income ....................................... $23,983 $33,692 $30,981

Other comprehensive (income) expense, net of tax:
Foreign currency translation adjustments ....... 8,015 1,992 6,403
- ----------------------------------------------------------------------------------------
Total other comprehensive (income) expense ....... 8,015 1,992 6,403
- ----------------------------------------------------------------------------------------
Comprehensive income ............................. $15,968 $31,700 $24,578
- ----------------------------------------------------------------------------------------

</TABLE>

See the accompanying notes to the Consolidated Financial Statements.

Bush Boake Allen Inc. 21

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

($ IN THOUSANDS)

<TABLE>
<CAPTION>
As of December 25, 1999 1998
- ---------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ................................ $ 9,338 $ 11,072
Receivables, net ......................................... 93,370 93,109
Inventories .............................................. 97,371 102,321
Other .................................................... 11,255 10,225
- ---------------------------------------------------------------------------------------
Total current assets .................................. 211,334 216,727
Property, plant and equipment, net ....................... 194,999 190,929
Other assets ............................................. 54,684 50,754
- ---------------------------------------------------------------------------------------
Total Assets .......................................... $461,017 $458,410
- ---------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable and current maturities ..................... $ 9,551 $ 17,307
Accounts payable ......................................... 37,689 42,617
Accrued liabilities ...................................... 31,248 27,756
Income and other taxes ................................... 3,954 4,421
- ---------------------------------------------------------------------------------------
Total current liabilities ............................. 82,442 92,101
Long-term debt ........................................... 8,003 10,354
Deferred income taxes .................................... 23,623 25,367
Other long-term liabilities .............................. 10,212 10,067
Stockholders' equity (Shares outstanding 1999: 19,299,534;
1998: 19,284,817) ...................................... 336,737 320,521
- ---------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity............. $461,017 $458,410
- ---------------------------------------------------------------------------------------

</TABLE>

See the accompanying notes to the Consolidated Financial Statements.

22 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

($ IN THOUSANDS)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended December 25, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash provided by (used for) operations:
Net income ........................................................ $23,983 $ 33,692 $ 30,981
Adjustments to reconcile net income to
cash provided by operations:
Depreciation and amortization ..................... 20,595 17,800 16,930
Deferred income taxes ............................. 172 3,075 1,574
Loss/(gain) on sale of assets ..................... 636 (2,833) 22
Other ............................................. 312 1,707 2,018
Changes in operational assets and liabilities, net of acquisitions:
Receivables, net .................................. (3,600) (5,647) (5,986)
Inventories ....................................... 2,276 (1,558) (6,790)
Other assets ...................................... (6,519) (10,272) (6,800)
Accounts payable, taxes and
other liabilities ............................... (1,834) 11,146 3,661
- -----------------------------------------------------------------------------------------------------------------------------
Cash provided by operations ....................... 36,021 47,110 35,610
- -----------------------------------------------------------------------------------------------------------------------------
Cash provided by (used for) investment activities:
Capital expenditures .............................................. (28,046) (35,961) (33,481)
Proceeds on sale of assets ........................................ 419 7,307 436
Payments for acquisitions ......................................... -- (1,264) (4,154)
- -----------------------------------------------------------------------------------------------------------------------------
Cash used for investment activities ............... (27,627) (29,918) (37,199)
- -----------------------------------------------------------------------------------------------------------------------------
Cash provided by (used for) financing activities:
Proceeds from issuance of common stock, net ....................... 248 429 681
Change in notes payable, net ...................................... (8,487) (19,624) (1,655)
Proceeds from issuance of long-term debt .......................... -- 7,775 1,852
Repayments of long-term debt ...................................... (1,630) (2) (3)
- -----------------------------------------------------------------------------------------------------------------------------
Cash provided by (used for) financing activities .. (9,869) (11,422) 875
- -----------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash ................................... (259) 944 742
- -----------------------------------------------------------------------------------------------------------------------------
Increases (decreases) in cash and cash equivalents ........................ (1,734) 6,714 28
Balance at beginning of period ............................................ 11,072 4,358 4,330
- -----------------------------------------------------------------------------------------------------------------------------
Balance at end of period .................................................. $ 9,338 $ 11,072 $ 4,358
=============================================================================================================================
</TABLE>

See the accompanying notes to the Consolidated Financial Statements

Bush Boake Allen Inc. 23

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION
AND PREPARATION OF FINANCIAL STATEMENTS

The consolidated financial statements present the operating results and the
financial position of the company and all of its subsidiaries. All significant
intercompany transactions are eliminated.

In accordance with generally accepted accounting principles, the
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of some assets and liabilities and,
in some instances, the reported amounts of revenues and expenses during the
reporting period.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investment instruments with
an original maturity of three months or less.

INVENTORIES

Inventories are stated at the lower of cost or market and include the cost of
materials, labor and manufacturing overhead. Finished goods, work in process and
raw materials of domestic chemical operations are valued at last in, first out
(LIFO) cost. Supplies and all other inventories are valued at first in, first
out (FIFO) or average costs.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION

Property, plant and equipment is recorded at cost, less accumulated
depreciation. The Company reviews long-lived assets for impairment whenever
events or circumstances indicate that the carrying value of an asset may not be
recoverable. Upon sale or retirement, the asset value and related depreciation
are removed from the balance sheet and the resulting gain or loss is included in
income. The straight-line method is used with factory equipment depreciated over
10 to 15 years and buildings over 33 to 40 years.

GOODWILL

The excess of the cost over the fair value of net assets of acquired businesses
is recorded as goodwill and is generally amortized on a straight-line basis over
appropriate periods not to exceed 40 years. The Company reviews the goodwill
recoverability period on a regular basis.

RESEARCH AND DEVELOPMENT COSTS

Research and development expenditures are expensed as incurred.

CAPITALIZED INTEREST

Interest is capitalized on major capital expenditures during the period of
construction.

ENVIRONMENTAL LIABILITIES

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Liabilities are recorded when remedial efforts are
probable and the costs can be reasonably estimated. The timing of these accruals
generally coincides with the completion of a feasibility study or the Company's
commitment to a formal plan of action.

INCOME TAXES

Deferred taxes represent liabilities to be paid or assets to be received in the
future and tax rate changes would immediately affect those liabilities or
assets. Deferred income taxes are recorded using enacted tax rates in effect for
the year temporary differences are expected to reverse. Federal and state income
taxes are not accrued on the cumulative undistributed earnings of foreign
subsidiaries because the earnings have been reinvested in the businesses of
those companies.

FOREIGN CURRENCY

The assets and liabilities of the Company's foreign subsidiaries and affiliates
are translated into U.S. dollars at year-end exchange rates, while income and
expense accounts are translated at average annual rates. Gains and losses
resulting from foreign currency translation are reflected in a separate
component of Stockholders' Equity entitled Accumulated Other Comprehensive
Income (Loss). The primary factor used to determine the functional currency of
the Company's foreign subsidiaries is the local currency cash flows resulting
from manufacturing, sales and financing activities. The U.S. dollar is the
functional currency for subsidiaries with material activities in
hyperinflationary economies.

24 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

The Company hedges foreign currency transactions by entering into
forward foreign exchange contracts. Gains and losses associated with currency
rate changes on forward contracts hedging foreign currency transactions are
recorded to other income/expense as incurred. These gains and losses are matched
with the offsetting exchange gains and losses recorded for exchange rate
fluctuations on the underlying assets and liabilities.

REVENUE RECOGNITION

Revenues are recognized upon the passage of title, which is generally at the
time of shipment.

EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of shares
outstanding during the period. Diluted earnings per share is based on the
weighted average number of shares outstanding adjusted for any common stock
equivalents.

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations. Under
APB No. 25, compensation cost is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of grant over the exercise price
of the option granted. Compensation cost for stock options, if any, is
recognized ratably over the vesting period. The Company's policy is to grant
options with an exercise price equal to the quoted market price of the Company's
stock on the grant date. Accordingly, no compensation cost has been recognized
for its stock option plan.

OTHER COMPREHENSIVE INCOME

The components of Other Comprehensive Income consist entirely of the Foreign
Currency Translation Adjustments as reported in the Consolidated Statements of
Comprehensive Income for the years ended December 25, 1999, 1998 and 1997 and as
disclosed in Note 6 to the Consolidated Financial Statements.

2. RELATED PARTY TRANSACTIONS

On April 30, 1999, our former parent company, Union Camp Corporation merged with
and into International Paper Company ("International Paper"). International
Paper became the majority stockholder of the Company and owns 13,150,000 shares
of BBA common stock.

The Company enters into various operating transactions with
International Paper and its subsidiaries. These transactions include trade
purchases of raw materials to be used in certain of the Company's manufacturing
processes. The net trade purchases from International Paper for 1999, 1998 and
1997 were $1.8 million, $1.7 million and $1.8 million, respectively. The Company
and International Paper have a Supply Agreement relating to the terms and
conditions pursuant to which the Company purchases, at approximate fair market
value, turpentine from International Paper as well as turpentine procured by
International Paper from other sources for sale to the Company.

The Company has a Service Agreement with International Paper under which
International Paper provides the Company with certain administrative services,
including environmental, tax, risk management, legal, accounting, certain
treasury activities, employee benefit administration, human resource
administration, safety and health administration, transportation logistics,
corporate communications and research and development activities.

International Paper or BBA may terminate any or all of the services
covered by the Services Agreement upon ninety days prior written notice.
Research and development services were cancelled in 1998 by mutual agreement.

The rates charged by International Paper to the Company are intended to
approximate the fair value of the services provided to the Company. The total
charges approximated $400,000, $2.9 million and $4.0 million in 1999, 1998 and
1997, respectively. At December 25, 1999 and 1998, the net payable to
International Paper was approximately $300,000 and $700,000, respectively, which
is payable on demand.

Bush Boake Allen Inc. 25

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)
- --------------------------------------------------------------------------------

3. SUPPLEMENTAL INFORMATION

STATEMENTS OF INCOME

Total interest costs incurred and amounts capitalized for each of the years
ended December 25 were:

<TABLE>
<CAPTION>
1999 1998 1997
--------------------------------------
($ in thousands)

<S> <C> <C> <C>
Total interest .................... $ 2,702 $ 3,878 $ 3,599
Interest capitalized .............. (380) (552) (524)
--------------------------------------
Net interest expense ............ $ 2,322 $ 3,326 $ 3,075
======================================

</TABLE>

Total other (income) expense, net includes loss from foreign exchange of
$900,000 in 1999, $3.5 million in 1998 and $2.0 million in 1997.

BALANCE SHEETS

As of December 25,
-----------------------
1999 1998
-----------------------
($ in thousands)

<S> <C> <C>
Receivables, net
Trade ........................................ $86,533 $84,550
Other ........................................ 9,166 10,304
-----------------------
95,699 94,854
Less allowance for doubtful accounts ......... 2,329 1,745
-----------------------
Total ...................................... $93,370 $93,109
=======================

</TABLE>

There were no significant uncollectible accounts written off during 1999, 1998
or 1997 that were not previously reserved.

As of December 25,
-----------------------------
1999 1998
-----------------------------
($ in thousands)

<S> <C> <C>
Inventories
Finished goods ..................... $ 35,233 $ 39,012
Raw materials ...................... 49,370 45,160
Work in process .................... 9,906 14,846
Supplies ........................... 2,862 3,303
-----------------------------
Total ........................... $ 97,371 $102,321
=============================

</TABLE>

As of December 25, 1999 and 1998, finished goods, work in process and
raw materials totaling $9.4 million and $14.1 million, respectively, were
valued at LIFO cost. The excess of current cost over LIFO value was $3.0
million and $9.3 million in 1999 and 1998, respectively. During 1999, inventory
quantities were reduced. This reduction resulted in a liquidation of LIFO
inventory quantities carried at higher costs prevailing in prior years as
compared with the cost of 1999 purchases, the effect of which increased cost of
goods sold by approximately $2.0 million and decreased net income by
approximately $1.2 million.

As of December 25,
---------------------------
1999 1998
---------------------------
($ in thousands)
<S> <C> <C>
Other current assets
Prepayments .......................... $ 3,861 $ 3,332
Other ................................ 7,394 6,893
---------------------------
Total ............................. $11,255 $10,225
===========================

</TABLE>

As of December 25,
---------------------------
1999 1998
---------------------------
($ in thousands)

<S> <C> <C>
Property, plant and equipment
Land .................................... $ 4,495 $ 3,758
Buildings and improvements .............. 68,016 61,916
Machinery and equipment ................. 260,971 234,599
Construction in progress ................ 12,853 28,169
---------------------------
346,335 328,442
Less accumulated depreciation ........... 151,336 137,513
---------------------------
Property, plant and equipment, net ......... $194,999 $190,929
===========================

</TABLE>

As of December 25,
--------------------------
1999 1998
--------------------------
($ in thousands)

<S> <C> <C>
Other non-current assets
Pension asset .......................... $34,354 $36,230
Intangible assets ...................... 9,132 10,361
Other .................................. 11,198 4,163
--------------------------
Total ............................... $54,684 $50,754
==========================

</TABLE>

Included within intangible assets as of December 25, 1999 and 1998
was goodwill of $9.1 million and $10.1 million, respectively.

As of December 25,
-----------------------
1999 1998
-----------------------
($ in thousands)

<S> <C> <C>
Accrued liabilities
Payroll ....................................... $ 5,979 $ 6,887
Payable to International Paper ................ 275 664
Other ......................................... 24,994 20,205
-----------------------
Total ..................................... $31,248 $27,756
=======================
Other long-term liabilities
Minority interest ............................ $ 5,402 $ 4,706
Postretirement benefits ...................... 3,915 3,604
Deferred revenue ............................. 42 1,152
Other ........................................ 853 605
-----------------------
Total ..................................... $10,212 $10,067
=======================

</TABLE>

26 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- -------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS

Cash paid for income taxes was $24.0 million in 1999, $14.2 million in 1998 and
$13.1 million in 1997. Cash paid for interest, net of amounts capitalized, was
$2.3 million in 1999 and $3.3 million in 1998 and 1997.

FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments (cash, short-term
investments, trade receivables and payables, long-term debt and forward foreign
exchange contracts) approximate their fair values. The carrying values of cash,
short-term investments and trade receivables and payables approximate fair value
because of the short maturity of these instruments. The fair values of long-term
debt and forward foreign exchange contracts vary with market conditions and are
estimated based on current rates for similar financial instruments offered to
the Company.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company's use of derivatives is restricted to those instruments which hedge
the risk associated with underlying business transactions such as existing
foreign currency commitments. Derivatives are not used for trading or
speculative purposes.

At December 25, 1999, the Company had outstanding foreign exchange
contracts valued at $59.5 million, primarily denominated in European currencies.
These contracts mature in the first half of 2000. The purpose of these contracts
is to neutralize foreign currency transaction risk generated by the Company's
firm foreign currency business commitments. The change in value of the contracts
resulting from changes in the respective foreign currency rates versus the U.S.
dollar is accrued monthly and credited or charged to foreign exchange gain or
loss. Foreign currency commitment exposures are evaluated on an ongoing basis
and foreign contracts are adjusted as required to match cover with existing
commitments. Currently, contracts are limited to currencies with established
forward markets and counter-parties, which meet Moody's credit rating of A1 or
better.

4. DEBT

The Company had outstanding debt comprised as follows:

<TABLE>
<CAPTION>
As of December 25,
------------------
1999 1998
------------------
($ in thousands)
<S> <C> <C>
Notes payable................................ $7,585 $16,382
Current installments of long-term debt....... 1,966 925
Long-term debt............................... 8,003 10,354

</TABLE>

The Company has revolving local bank credit facilities in numerous
countries outside the United States which provide for aggregate borrowing
availability, expressed in U.S. dollars, of approximately $72.0 million. In
addition, the Company has available an $18.0 million, three year committed
multi-option borrowing facility from a leading European bank.

As of December 25, 1999, $7.6 million was outstanding and included in
notes payable, compared with $16.4 million as of December 25, 1998. Commitment
or facility fees are either nominal or zero. Borrowing covenants, to the extent
they exist, are presently being met.

Borrowings under bank agreements bear interest at local market rates,
which ranged from 1.2% to 25.0% in local currencies during 1999.

The Company has revolving bank credit facilities under which the Company
may obtain unsecured borrowings up to $25.0 million in the United States. Any
borrowings under these facilities would incur interest at the prevailing prime
rate or other market rates. As of December 25, 1999 and 1998, nothing was
outstanding. There are no commitment fees or borrowing covenants.

The Company's $8.0 million in long-term debt, payable in 2001, has been
issued in Turkey to satisfy the Company's financing needs, at an annual interest
rate of 6.3%.

Bush Boake Allen Inc. 27

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)
- --------------------------------------------------------------------------------

5. INCOME TAXES

The components of income before income taxes were:

<TABLE>
<CAPTION>
Year Ended December 25,
----------------------------
1999 1998 1997
----------------------------
($ in thousands)
<S> <C> <C> <C>
Domestic................. $19,050 $15,610 $ 8,571
Foreign.................. 19,934 35,056 37,729
----------------------------
Income before
income taxes....... $38,984 $50,666 $46,300
============================

</TABLE>

The provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
Year Ended December 25,
----------------------------
1999 1998 1997
----------------------------
($ in thousands)
<S> <C> <C> <C>
Current
Federal............... $ 5,553 $ 5,444 $ 1,843
State and local....... 1,027 366 332
Foreign............... 8,249 8,089 11,570
----------------------------
$14,829 $13,899 $13,745
----------------------------

Deferred
Federal............... $ 391 $ 254 $ 963
State and local....... (60) (26) 5
Foreign............... (159) 2,847 606
----------------------------
172 3,075 1,574
----------------------------
Total.............. $15,001 $16,974 $15,319
============================

</TABLE>

The significant components of the cumulative deferred tax liability
are as follows:

<TABLE>
<CAPTION>
As of December 25,
---------------------
1999 1998
---------------------
($ in thousands)
<S> <C> <C>
Deferred federal taxes
Depreciation....... $ 7,146 $ 6,634
Other.............. (4,118) (3,934)
Deferred foreign taxes
Pensions........... 10,235 10,391
Other.............. 10,360 12,276
---------------------
Total...... $23,623 $25,367
=====================

</TABLE>

A detailed analysis of the effective tax rate is as follows:

<TABLE>
<CAPTION>
Year Ended December 25,
----------------------------
1999 1998 1997
----------------------------

<S> <C> <C> <C>
Statutory federal tax rate... 35.0% 35.0% 35.0%
State taxes (net of federal
tax impact)............... 1.6 0.4 0.5
Foreign income taxes......... 2.2 (2.3) (2.8)
Other........................ (0.3) 0.4 0.4
----------------------------
Effective rate............... 38.5% 33.5% 33.1%
============================

</TABLE>

Federal and state income taxes are not accrued on the cumulative
undistributed earnings of foreign subsidiaries because the earnings have been
reinvested in the business of those companies. As of December 25, 1999, the
total of all such undistributed earnings amounts to $125.8 million.

6. STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Additional Accumulated Other Total
Common Stock Paid-In Retained Comprehensive Stockholders'
Shares Amounts Capital Earnings Income (Loss) Equity
- -----------------------------------------------------------------------------------------------------------------------------------
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 25, 1996 .................. 19,222 $ 19,222 $ 167,400 $ 79,101 $ (2,590) $ 263,133
-------------------------------------------------------------------------------
Net income ................................ -- -- -- 30,981 -- 30,981
Issuance of stock for options ............. 37 37 644 -- -- 681
Foreign currency translation .............. -- -- -- -- (6,403) (6,403)
-------------------------------------------------------------------------------
Balance, December 25, 1997 .................. 19,259 19,259 168,044 110,082 (8,993) 288,392
-------------------------------------------------------------------------------
Net income ................................ -- -- -- 33,692 -- 33,692
Issuance of stock for options ............. 26 26 403 -- -- 429
Foreign currency translation .............. -- -- -- -- (1,992) (1,992)
-------------------------------------------------------------------------------
Balance, December 25, 1998 .................. 19,285 19,285 168,447 143,774 (10,985) 320,521
Net income ................................ -- -- -- 23,983 -- 23,983
Issuance of stock for options ............. 15 15 233 -- -- 248
Foreign currency translation .............. -- -- -- -- (8,015) (8,015)
-------------------------------------------------------------------------------
Balance, December 25, 1999 .................. 19,300 $ 19,300 $ 168,680 $ 167,757 $ (19,000) $ 336,737
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The authorized capital stock of the company at December 1999, 1998 and 1997
consisted of 50,000,000 shares of common stock, $1.00 par value, and 5,000,000
shares of authorized but unissued preferred stock, $1.00 par value.

28 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

7. PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The Company and certain foreign subsidiaries have noncontributory defined
benefit pension plans covering substantially all of their employees. Benefits
are based on years of service and, for salaried employees, final average
earnings. The Company funds its plans annually based upon a consistently applied
formula which amortizes the unfunded liability adjusted for actuarial gains or
losses. Assets of the plans are primarily fixed income instruments and publicly
traded stocks.

The Company also has a contributory postretirement health care plan
covering primarily its U.S. salaried employees. Employees become eligible for
these benefits when they meet minimum age and service requirements. The Company
funds its plan on a "pay-as-you-go" basis, in an amount equal to the retirees'
medical claims paid.

The following tables set forth pension and postretirement obligations and
plan assets as of December 25:

<TABLE>
<CAPTION>
($ in thousands) Pension Benefits
Domestic Foreign Domestic Foreign Postretirement Benefits
-------------------------------------- -----------------------
1999 1998 1999 1998
-------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year...................... $29,967 $176,276 $25,570 $150,985 $ 3,427 $ 3,580
Service cost................................................. 1,860 4,663 1,584 4,053 271 297
Interest cost................................................ 2,468 10,915 1,773 10,469 205 209
Participant contributions.................................... -- -- -- 47 7 7
Exchange rate changes........................................ -- (7,748) -- 1,466 -- --
Plan amendments.............................................. 1,912 -- -- -- (1,681) --
Benefits paid................................................ (621) (6,829) (611) (5,923) (103) (103)
Actuarial (gain) loss........................................ 1,958 2,463 1,651 15,179 39 (563)
------------------------------------- -----------------------
Benefit obligation at end of year............................ $37,544 $179,740 $29,967 $176,276 $ 2,165 $ 3,427
===================================== =======================

Change in plan assets:
Fair value of plan assets at beginning of year............... $24,667 $161,600 $22,539 $167,018 -- --
Actual return on plan assets................................. 4,856 29,288 2,760 (3,462) -- --
Employer contributions....................................... 32 3,114 34 2,486 $ 100 $ 100
Participant contributions.................................... -- -- -- 47 7 7
Benefits paid................................................ (621) (6,829) (611) ( 5,923) (103) (103)
Administrative expenses...................................... -- -- (55) -- (4) (4)
Exchange rate changes........................................ -- (6,826) -- 1,434 -- --
------------------------------------- -----------------------
Fair value of plan assets at end of year..................... $28,934 $180,347 $24,667 $161,600 -- --
===================================== =======================

Reconciliation of funded status:
Funded status as of December 25.............................. $(8,610) $ 607 $(5,301) $(14,676) $(2,165) $(3,427)
Unrecognized actuarial (gain) loss........................... 515 35,098 1,624 52,874 (227) (277)
Unrecognized prior service cost.............................. 2,039 (1,205) 92 (1,317) (1,623) --
Unrecognized transition (asset) obligation................... (93) (146) (192) (651) -- --
------------------------------------- -----------------------
Net (liability) asset recognized on Balance Sheet............ $(6,149) $ 34,354 $(3,777) $ 36,230 $(4,015) $(3,704)
===================================== =======================

Amounts recognized in the statement of financial position consist of:
Prepaid benefit cost......................................... -- $ 35,212 -- $ 36,839 -- --
Accrued benefit (liability).................................. $(6,149) (858) $(3,777) (609) $(4,015) $(3,704)
------------------------------------- -----------------------
Net amount recognized at end of year......................... $(6,149) $ 34,354 $(3,777) $ 36,230 $(4,015) $(3,704)
===================================== =======================
</TABLE>

Bush Boake Allen Inc. 29

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)
- --------------------------------------------------------------------------------

7. PENSIONS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)

Weighted-average assumptions as of December 25:
Discount rate................................................ 7.75% 6.5% 6.75% 6.5% 7.75% 6.75%
Expected return on plan assets............................... 10.0% 9.5% 9.5% 10.0% N/A N/A
Rate of compensation increase................................ 5.0% 4.0% 4.75% 6.0% N/A N/A
</TABLE>

Components of net periodic benefit cost:
<TABLE>
<CAPTION>
($ in thousands) Pension Benefits Postretirement Benefits
--------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
--------------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost................................................. $ 6,523 $ 5,637 $ 4,982 $271 $297 $298
Interest cost................................................ 13,383 12,241 11,802 205 209 210
Expected return on plan assets............................... (16,744) (18,623) (16,821) -- -- --
Amortization of prior service cost........................... 171 (105) (116) (59) -- --
Amortization of transitional (asset) obligation.............. (602) (812) (816) -- -- --
Recognized actuarial (gain) loss............................. 3,318 283 276 (3) -- --
--------------------------- --------------------------------
Net periodic (benefit) cost.................................. $ 6,049 $(1,379) $ (693) $414 $506 $508
=========================== ================================
</TABLE>

For measurement purposes, a 7% annual rate of increase in the per capita
cost of covered health care benefits for the first half of 1998 and a 5% rate
for the second half were assumed. After 1998, the rate remains level at 5%
thereafter.

Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one percentage point change in
assumed health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
One Percentage One Percentage
Point Increase Point Decrease
------------------------------------
<S> <C> <C>
Effect on total of service and
interest cost components........ $ 8,000 $ (8,000)
Effect on postretirement
benefit obligation.............. $ 75,000 $ (67,000)
</TABLE>

8. Employee Stock Option Plan

In February 1994, the Company adopted the BBA Stock Option and Stock Award Plan
(the "Plan"). The Plan provides for the grant of options or awards to officers
and key employees of the Company and its subsidiaries at prices not less than
100% of the fair market value at the date of grant. Such options and awards
generally become exercisable two or three years after the date of grant and
expire ten years from that date. The Plan initially made available up to 750,000
shares of Common Stock, increased on May 1 of each year from May 1, 1995 to May
1, 2003, inclusive, by one percent of the number of shares of Common Stock
outstanding on the immediately preceding April 30 (the "Annual Increment").
Under the Plan, 150,000 shares plus 20% of the Annual Increment may be awarded
as restricted stock and no more than 1,000,000 shares in the aggregate may be
awarded as incentive stock options. Recipients of restricted stock are entitled
to receive cash dividends, if any, and to vote their respective shares. Certain
restrictions will limit the sale or transfer of these shares during the
specified restriction period. Concurrent with the IPO, the Company granted
options to purchase approximately 500,000 shares of Common Stock to officers and
key employees of the Company which became exercisable at a rate of 20% per year.

At the end of 1999, 470,539 shares were available for future grants
under the 1994 plan. The options outstanding at December 25, 1999 do not have
stock appreciation rights attached.

In February 1998, the Company adopted the BBA Directors' Stock Option
Plan (the "Directors' Plan"). The Directors' Plan provides for the grant of
immediately vested options to Directors who are not employees of the Company or
International Paper at prices not less than 100% of the fair market value at the
date of grant. The Directors' Plan makes available up to 100,000 shares of
common stock. Initial grants under the Directors' Plan in 1998 totaled 3,510
options, and 2,010 options were granted in 1999 leaving 94,480 shares available
for future grants.

30 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

The Company has adopted the disclosure provisions of SFAS No. 123.
Accordingly, no compensation cost has been recognized for the stock option plan.
Had compensation cost for the Company's stock option plan been determined based
on the fair value at the grant date for awards in 1999, 1998 and 1997 consistent
with the provisions of SFAS No. 123, total compensation cost recognized in
income for stock-based compensation would have been $616,000 in 1999, $520,000
in 1998 and $497,000 in 1997 on a pro forma basis. Also, if SFAS No. 123 had
been adopted, pro forma net income and earnings per share would have been $21.6
million or $1.12 per share basic and diluted in 1999, $32.8 million or $1.70 per
share basic and $1.69 per share diluted in 1998 and $30.4 million or $1.58 per
share basic and $1.57 per share diluted in 1997.

On April 30, 1999, all then outstanding options became vested and exercisable
due to the change in control occasioned by the merger of Union Camp and
International Paper. The following table summarizes activity in the Company's
stock option plan during 1999, 1998 and 1997:

<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding
at beginning of year .................. 949,126 $23.98 739,627 $22.21 563,520 $19.28
Granted ................................ 251,910 $29.94 254,250 $28.72 230,520 $28.75
Exercised .............................. (14,717) $16.87 (26,017) $16.49 (36,600) $18.60
Forfeited .............................. (23,516) $29.31 (18,734) $28.95 (17,813) $20.81
--------------------------------------------------------------
Options outstanding
at end of year ....................... 1,162,803 $25.25 949,126 $23.98 739,627 $22.21
--------------------------------------------------------------
Options exercisable
at end of year ....................... 917,213 $24.00 397,536 $19.93 317,227 $20.29
==============================================================
</TABLE>

For options outstanding as of the end of 1999, the range of exercise
prices was $16.00 to $32.25 per share and the weighted average remaining
contractual life was 6.3 years. The weighted average fair value on the date of
grant was $11.03 for options granted in 1999, $10.11 for options granted in 1998
and $11.11 for options granted in 1997.

Fair value was determined through the use of the Black-Scholes options
pricing formula. For options granted in 1999, the risk-free interest rate was
5.5%, the expected life was 6 years, the expected volatility was 24% and the
expected dividend yield was zero, all calculated on a weighted average basis.
For options granted in 1998, the risk-free interest rate was 5.5%, the expected
life was 6 years, the expected volatility was 21% and the expected dividend
yield was zero, all calculated on a weighted average basis. For options granted
in 1997, the risk-free interest rate was 6.7%, the expected life was 6 years,
the expected volatility was 22% and the expected dividend yield was zero, all
calculated on a weight average basis.

9. SUPPLEMENTAL EARNINGS PER SHARE INFORMATION

($ in thousands, except per share)
<TABLE>
<CAPTION>
For the Year Ended December 25,
1999 1998 1997
----------------------------------- --------------------------------- --------------------------------
Income . Shares Per Share Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------------------------------- --------------------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Income ................ $23,983 $33,692 $30,981
BASIC EPS
Income available to
common shareholders.... $23,983 19,295,286 $1.24 $33,692 19,279,028 $1.75 $30,981 19,237,909 $1.61
===== ===== =====
Effect of Dilutive
Securities Stock Options.. $ -- 96,796 $ -- 126,541 $ -- 180,368
-------------------------------------------------------------------------------------------------------
DILUTED EPS
Income available to
common shareholders
+ assumed conversions... $23,983 19,392,082 $1.24 $33,692 19,405,569 $1.74 $30,981 19,418,277 $1.60
=======================================================================================================
</TABLE>

Bush Boake Allen Inc. 31

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)
- --------------------------------------------------------------------------------

9. SUPPLEMENTAL EARNINGS PER SHARE INFORMATION (CONTINUED)

In 1999, 1998 and 1997 there were 772,961, 67,550 and 73,327 potential common
shares, respectively, excluded from the computation of diluted earnings per
share because the effect would have been antidilutive.

10. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in various legal proceedings arising in the ordinary
course of business. Based upon the information presently available and the
Company's evaluation of the proceedings pending, management believes that the
determination of any such proceedings or all of them combined will not have a
material adverse effect on the Company's business or financial position or
results of operations.

11. SEGMENT AND GEOGRAPHIC INFORMATION

The Company evaluates performance based on operating earnings of the respective
business units. Total revenue and operating profit by business segment and
geographic region include both sales to customers, as reported in the Company's
consolidated income statement, and intersegment sales, which are accounted for
at prices charged to customers and eliminated in consolidation.

Operating profit by business segment is total revenue less operating
expenses. In computing operating profit by business segment, none of the
following items has been added or deducted: other income, interest expense or
income taxes. The amount of the elimination of intersegment profit on any
product that remains in inventory at the end of the period is determined by
changes in quantities of inventory and changes in the margins of profit.

Identifiable assets by business segment and geographic region are those
assets used in company operations in each segment and geographic region.
Corporate assets principally include property and investments in unconsolidated
affiliates. Capital expenditures are reported exclusive of acquisitions.

The following chart sets forth operating results and other financial
data for the principal business segments of the Company for the years ended
December 25, 1999, 1998 and 1997.

Segment Information

The Company's business is organized into two operating segments: flavor and
fragrance and aroma chemicals. The Company's flavor and fragrance products
impart a desired taste or smell to a broad range of consumer products. The
Company manufactures its flavors and fragrance products at 20 compounding
facilities in 14 countries and maintains sales offices in 38 countries. The
Company's aroma chemicals are primarily used as raw materials in fragrance
compounds. The Company manufactures its aroma chemicals products primarily at
its Jacksonville, Florida and its Widnes, United Kingdom plants.

<TABLE>
<CAPTION>
Corporate
Flavor & Aroma Items and
Fragrance Chemicals Unallocated Consolidated
- ---------------------------------------------------------------------------------------------------------------
1999 ($ in thousands)
<S> <C> <C> <C> <C>
Net sales to customers ........................ $ 406,018 $ 93,019 -- $ 499,037
Intersegment sales ............................ -- 25,101 $ (25,101) --
----------------------------------------------------------
Total net sales ............................... 406,018 118,120 (25,101) 499,037
Operating profit .............................. 47,061 16,744 (18,151) 45,654
Identifiable assets ........................... 322,810 123,734 14,473 461,017
Depreciation .................................. 10,834 7,768 342 18,944
Capital expenditures .......................... 16,353 10,631 1,062 28,046

1998
Net sales to customers ........................ $ 384,200 $ 101,174 -- $ 485,374
Intersegment sales ............................ -- 21,274 $ (21,274) --
----------------------------------------------------------
Total net sales ............................... 384,200 122,448 (21,274) 485,374
Operating profit .............................. 50,151 23,817 (17,124) 56,844
Identifiable assets ........................... 304,984 145,501 7,925 458,410
Depreciation .................................. 9,376 6,945 310 16,631
Capital expenditures .......................... 21,008 13,991 962 35,961

</TABLE>

32 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
Corporate
Flavor & Aroma Items and
Fragrance Chemicals Unallocated Consolidated
- ------------------------------------------------------------------------------------------------
1997 ($ in thousands)
<S> <C> <C> <C> <C>
Net sales to customers .............. $388,690 $101,895 -- $490,585
Intersegment sales .................. -- 25,373 $(25,373) --
---------------------------------------------------
Total net sales ..................... 388,690 127,268 (25,373) 490,585
Operating profit .................... 50,547 21,266 (19,076) 52,737
Identifiable assets ................. 283,320 132,465 8,358 424,143
Depreciation ........................ 8,500 6,533 332 15,365
Capital expenditures ................ 20,716 12,023 742 33,481
- ------------------------------------------------------------------------------------------------
</TABLE>

OPERATIONS BY GEOGRAPHIC AREAS

The Company has operations in 38 countries in North and South America, Europe,
Asia, Australia, the Middle East and Africa. The Company's flavor and
fragrance business is separately managed in four geographic regions: Americas,
Europe, Asia Pacific and International. The aroma chemicals business is managed
globally from Jacksonville, Florida and Widnes, United Kingdom. The operations
of the Americas region outside of the United States for the purpose of this
table are included as a component of "Other".

<TABLE>
<CAPTION>
Corporate
Asia Items and
U.S.A. Europe Pacific Other Unallocated Consolidated
- ---------------------------------------------------------------------------------------------------
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
1999
Net sales to customers ... $166,345 $156,345 $ 88,293 $ 88,054 -- $499,037
Sales between areas ...... 26,155 28,730 123 673 $(55,681) --
------------------------------------------------------------------
Total net sales .......... 192,500 185,075 88,416 88,727 (55,681) 499,037
Long-lived assets ........ 61,798 81,768 29,426 22,007 -- 194,999

1998
Net sales to customers ... $158,995 $164,665 $78,083 $ 83,631 -- $ 485,374
Sales between areas ...... 28,721 30,960 18 542 $(60,241) --
------------------------------------------------------------------
Total net sales .......... 187,716 195,625 78,101 84,173 (60,241) 485,374
Long-lived assets ........ 50,500 87,547 30,590 22,292 -- 190,929

1997
Net sales to customers ... $147,939 $167,751 $ 88,043 $ 86,852 -- $490,585
Sales between areas ...... 33,328 33,108 26 347 $(66,809) --
------------------------------------------------------------------
Total net sales .......... 181,267 200,859 88,069 87,199 (66,809) 490,585
Long-lived assets ........ 41,920 86,117 31,595 17,585 -- 177,217

- ------------------------------------------------------------------------------------------------
</TABLE>

RECONCILIATION OF REPORTABLE SEGMENT SALES, INCOME BEFORE INCOME TAXES AND
ASSETS:

<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------
($ in thousands)
<S> <C> <C> <C>
NET SALES
Total net sales for reportable segments ...... $ 524,138 $ 506,648 $ 515,958
Elimination of intersegment sales ............ (25,101) (21,274) (25,373)
------------------------------------
Total consolidated net sales ........... $ 499,037 $ 485,374 $ 490,585
------------------------------------
INCOME BEFORE INCOME TAXES
Total operating profit for reportable segments $ 63,805 $ 73,968 $ 71,813
Elimination of intersegment profits .......... (4,470) (3,990) (4,260)
Unallocated amounts:
Corporate administration expenses ......... (13,681) (13,134) (14,816)
Interest expense .......................... (2,322) (3,326) (3,075)
Other income (expense) .................... (4,348) (2,852) (3,362)
------------------------------------
Total consolidated income before income
taxes ................................ $ 38,984 $ 50,666 $ 46,300
------------------------------------
ASSETS
Total assets for reportable segments ......... $ 446,544 $ 450,485 $ 415,785
Unallocated corporate assets ................. 14,473 7,925 8,358
------------------------------------
Total consolidated assets .............. $ 461,017 $ 458,410 $ 424,143
------------------------------------

Bush Boake Allen Inc. 33

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
BUSH BOAKE ALLEN INC.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income and of cash flows
present fairly, in all material respects, the financial position of Bush Boake
Allen Inc. and its subsidiaries at December 25, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 25, 1999, in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
January 28, 2000

34 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
FIVE-YEAR SUMMARY

($ IN THOUSANDS, EXCEPT PER SHARE)

</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
OPERATING RESULTS 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales ......................................... $ 499,037 $ 485,374 $ 490,585 $ 449,365 $ 424,616
Costs and Other Charges ........................... 453,383 428,530 437,848 402,834 374,419
- -----------------------------------------------------------------------------------------------------------------------------------
Income From Operations .................... 45,654 56,844 52,737 46,531 50,197
- -----------------------------------------------------------------------------------------------------------------------------------
Interest Expense .................................. 2,322 3,326 3,075 2,417 3,597
Other (Income) Expense-Net ........................ 4,348 2,852 3,362 (2,647) (318)
- -----------------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes ................ 38,984 50,666 46,300 46,761 46,918
Income Taxes ...................................... 15,001 16,974 15,319 15,206 16,472
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income ................................ 23,983 33,692 30,981 31,555 30,446
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE
Net Income - basic ................................ 1.24 1.75 1.61 1.64 1.58
- diluted .............................. 1.24 1.74 1.60 1.63 1.57
Stockholders' Equity .............................. 17.45 16.62 14.97 13.69 11.54
- -----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION AT YEAR-END
Current Assets .................................... 211,334 216,727 201,396 201,574 190,695
Current Liabilities ............................... 82,442 92,101 99,539 111,517 96,992
- -----------------------------------------------------------------------------------------------------------------------------------
Working Capital ................................... 128,892 124,626 101,857 90,057 93,703
Total Assets ...................................... 461,017 458,410 424,143 407,799 349,853
- -----------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt .................................... 8,003 10,354 3,456 2,009 3,731
Stockholders' Equity .............................. 336,737 320,521 288,392 263,133 221,782
- -----------------------------------------------------------------------------------------------------------------------------------
Percent of Long-Term Debt to Total Capital ........ 2.3% 3.2% 1.2% 0.8% 1.7%
- -----------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DATA
Gross Profit Margin ............................... 33.9% 35.9% 35.6% 36.0% 37.1%
Operating Margin .................................. 9.1% 11.7% 10.7% 10.4% 11.8%
Depreciation and Amortization ..................... $ 20,595 $ 17,800 $ 16,930 $ 13,445 $ 12,661
Capital Expenditures (excluding acquisitions) ..... $ 28,046 $ 35,961 $ 33,481 $ 39,629 $ 25,044
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Bush Boake Allen Inc. 35

<PAGE>

BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------

BOARD OF DIRECTORS

JULIAN W. BOYDEN
Chairman of the Board, President
and Chief Executive Officer

JAMES M. REED
Vice Chairman of the Board of the
Company; retired Vice Chairman
of the Board and Chief Financial
Officer of Union Camp
Corporation.

PETER L. ACTON
General Manager of International
Paper's Arizona Chemical
Company.

C. CATO EALY
Vice President of International
Paper Company.

L. ROBERT PFUND
Retired Corporate Group
Vice President of Avon
Products, Inc.

C. WESLEY SMITH
Executive Vice President of
International Paper Company.

WILLIAM H. TRICE
Former Chairman of the Board of
the Company; Retired Executive
Vice President of Union Camp
Corporation.

CORPORATE OFFICERS

JULIAN W. BOYDEN
Chairman, President and
Chief Executive Officer

FLAVOR AND FRAGRANCES

JAMES H. DUNSDON
Executive Vice President
Americas Region

BRUCE J. EDWARDS
Vice President
International Region

CHIA SIANG EE
Vice President
Asia Pacific Region

AROMA CHEMICALS

P. C. MATHEW
Vice President
Aroma and Terpene Chemicals

P.A. THORBURN
Vice President
Global Chemical Sales
and Marketing

FRED W. BROWN
Vice President and
Chief Financial Officer

RONALD A. LANDIS
Vice President
Human Resources and Safety

DENNIS M. MEANY
Vice President
General Counsel and Secretary

JOHN R. WRIGHT
Vice President
Commerce and Technology

KENNETH M. MCHUGH
Vice President and Controller

CHARLES D. WELLER
Vice President and Treasurer

RICHARD J. AIELLO
Assistant Controller

PHILIP J. WALPOLE
Assistant Controller

ALAN R. KELSEY
Assistant Secretary

36 1999 Annual Report

<PAGE>

BUSH BOAKE ALLEN INC.
SHAREHOLDER INFORMATION

- --------------------------------------------------------------------------------

CORPORATE HEADQUARTERS
7 Mercedes Drive
Montvale, New Jersey 07645
(201) 391-9870

ANNUAL MEETING
The 2000 Annual Meeting will be held
at 11:00 am (EDT) on May 3, 2000 at the
Woodcliff Lake Hilton, Woodcliff Lake,
New Jersey.

STOCK EXCHANGE LISTING
The common stock of Bush Boake Allen
Inc. is traded on the New York Stock
Exchange (ticker symbol BOA).

STOCKHOLDER RECORDS
Transfer agent is The Bank of
New York, 101 Barclay Street, 12 W,
New York, New York 10286

Inquiries relating to change of
registered ownership or change of
address should be forwarded to:

The Bank of New York
P.O. Box 11258
Church Street Station
New York, New York 10286-1258
(800) 524-4458 or (212) 815-5800

QUARTERLY EARNINGS REPORTS
The Company does not issue printed Quarterly Reports to Shareholders since we
believe they are not timely or cost effective. Quarterly earnings are
disseminated regularly and widely through news wire services, the media, and the
Company's internet website; www.bushboakeallen.com.

Stockholders desiring copies of these earnings releases, as well as
individuals or organizations seeking further information about the Company,
should write to Fred W. Brown, Vice President and Chief Financial Officer,
at the corporate headquarters address.

SEC FORM 10-K
A copy of the annual report on Form 10-K for 1999 as filed with the Securities
and Exchange Commission may be obtained without charge by writing to Fred W.
Brown, Vice President and Chief Financial Officer, at the corporate headquarters
address.

[BOA/NYSE LOGO]

STATEMENTS IN THIS ANNUAL REPORT WHICH ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY. SUCH RISKS AND UNCERTAINTIES WITH RESPECT TO BUSH
BOAKE ALLEN'S BUSINESS INCLUDE GENERAL ECONOMIC CONDITIONS, CUSTOMERS CHANGING
FLAVOR AND/OR FRAGRANCE FORMULATIONS, PRICING, AVAILABILITY AND CAPACITY OF BOTH
MATERIALS WHICH ARE PURCHASED AND PRODUCTS WHICH ARE SOLD, THE EFFECT OF THE
TRANSITION TO THE EURO AND POLITICAL AND ECONOMIC UNCERTAINTIES, CURRENCY
FLUCTUATIONS, DEVALUATIONS AND/OR REVALUATIONS IN THE MANY COUNTRIES IN WHICH
THE COMPANY OPERATES. THE COMPANY ASSUMES NO DUTY TO UPDATE ANY SUCH
FORWARD-LOOKING INFORMATION.

<PAGE>

[LOGO] Bush Boake Allen Inc.

7 MERCEDES DRIVE, MONTVALE, NEW JERSEY 07645

www.bushboakeallen.com

WORLDWIDE LOCATIONS

AMERICAS REGION
ARGENTINA
Buenos Aires
BRAZIL
Sao Paulo
CANADA
Montreal
CHILE
Santiago
COLOMBIA
Bogota
JAMAICA
Kingston
MEXICO
Tlalnepantla
UNITED STATES
Black Creek, WI
Carrollton, TX
Chicago, IL
Montvale, NJ
Norwood, NJ

EUROPE REGION
BENELUX (THE NETHERLANDS)
Alblasserdam
DENMARK
Birkerod
FRANCE
Paris
GERMANY
Kreuzau-Stockheim
IRELAND
Clonee, Co. Meath
ITALY
Brescia
SPAIN
Barcelona
SWEDEN
Knislinge
UNITED KINGDOM
London
Long Melford
Witham

INTERNATIONAL REGION
BULGARIA
Sofia
CZECH REPUBLIC
Prague
INDIA
Bangalore
Calcutta
Chennai
Chittoor
Delhi
Mumbai
KENYA
Nairobi
PAKISTAN
Karachi
Lahore
POLAND
Warsaw
RUSSIA
Moscow
SLOVAKIA
Bratislava
SOUTH AFRICA
Cape Town
Johannesburg
TURKEY
Istanbul
UKRAINE
Kiev
UNITED ARAB EMIRATES
Dubai
ZIMBABWE
Harare

ASIA PACIFIC REGION
AUSTRALIA
Adelaide
Brisbane
Melbourne
Perth
Sydney
CHINA
Guangzhou
Hong Kong
Shanghai
JAPAN
Tokyo
MALAYSIA
Selangor
NEW ZEALAND
Auckland
PHILIPPINES
Cebu
Manila
SINGAPORE
Jurong
THAILAND
Bangkok

AROMA CHEMICALS
UNITED KINGDOM
Widnes
UNITED STATES
Jacksonville, FL

<PAGE>

EXHIBIT 21.1

SUBSIDIARIES OF BUSH BOAKE ALLEN INC.
<TABLE>
<CAPTION>
Percentage of
Place of Voting Stock
Subsidiary Incorporation Owned
- ---------- ------------- --------------
<S> <C> <C>
Bush Boake Allen Canada Inc. Canada 100%

Bush Boake Allen (Chile) S.A. Chile 100%

Bush Boake Allen Industria E Commercial do
Brasil Limitada Brazil 100%

Bush Boake Allen Colombia S.A. Colombia 100%

Bush Boake Allen Mexico, S.A. de C.V. Mexico 100%

Bush Boake Allen Controladora S.A. de C.V. Mexico 100%

Bush Boake Allen Servicios S.A. de C.V. Mexico 100%

Bush Boake Allen (Nominees) Limited England 100%

Bush Boake Allen Holdings (U.K.) Limited England 100%

Bush Boake Allen Pension Investments Limited England 100%

Bush Boake Allen (Executive Pension England 100%
Trustees) Limited

Bush Boake Allen (Pension Trustees) Limited England 100%

Bush Boake Allen (Works Pension England 100%
Trustees) Limited

Bush Boake Allen Limited England 100%

W.J. Bush & Co., Inc. Delaware 100%

GMB Proteins Limited England 100%

Bush Boake Allen Australia Ltd. Australia 100%

Bush Boake Allen Espana S.A. Spain 100%
</TABLE>

<PAGE>

EXHIBIT 21.1
Page 2
<TABLE>
<CAPTION>
Percentage of
Place of Voting Stock
Subsidiary Incorporation Owned
- ---------- ------------- --------------
<S> <C> <C>
Bush Boake Allen Morimura Limited Japan 65%

Bush Boake Allen (Guangzhou) Co. Ltd. China 98%

Bush Boake Allen (Hong Kong) Limited Hong Kong 100%

A. Boake, Roberts And Company (Holding), England 100%
Limited

Bush Boake Allen Esans ve Aromatik Turkey 99.9%
Urunler Sanayi AS

PT Bush Boake Allen Indonesia Indonesia 60%

Bush Boake Allen (New Zealand) Limited New Zealand 100%

Bush Boake Allen Singapore Pte. Ltd. Singapore 100%

Bush Boake Allen (Malaysia) SDN. BHD. Malaysia 100%
(Kuala Lumpur)

Bush Boake Allen Denmark ApS. Denmark 100%

Bush Boake Allen France France 100%

Bush Boake Allen Zimbabwe (Private) Zimbabwe 100%
Limited

Bush Boake Allen (India) Limited India 75%

Hindustan Flavours and Fragrances (Inter- India 70%
national) Limited

Bush Boake Allen (Jamaica) Limited Jamaica 70%

Bush Boake Allen (SA) (Proprietary) Limited South Africa 100%

Bush Boake Allen (Thailand) Limited Thailand 60%

Bush Boake Allen Deutschland GmbH West Germany 100%
</TABLE>

<PAGE>

EXHIBIT 21.1
Page 3

<TABLE>
<CAPTION>
Percentage of
Place of Voting Stock
Subsidiary Incorporation Owned
- ---------- ------------- --------------
<S> <C> <C>
Bush Boake Allen, Moscow, Ltd. Russia 100%

Bush Boake Allen Benelux B.V. Netherlands 100%

Bush Boake Allen Scandinavia Aktielbolag Sweden 100%

Bush Boake Allen (C.R.) s.r.o. Czech Republic 100%

Stafford Specialty Ingredients Limited England 100%

Bush Boake Allen Italia S.P.A. Italy 100%

Bush Boake Allen Pakistan (Private) Limited Pakistan 50%

Bush Boake Allen Philippines, Inc. Philippines 100%

Asian Investments, Inc. Delaware 100%

Fragrance Holdings Private Limited India 40%

Essence Scientific Research Private Limited India 40%

Jamaica Extracts Limited Jamaica 58%

Thai Flavour & Fragrance Co. Limited Thailand 49%

Bush Boake Allen Aromatica S. A. Argentina 100%

Bush Boake Allen Barbados Inc. Barbados 100%

Bush Boake Allen Enterprises Ltd. England 100%

Bush Boake Allen Sp. z.o.o. Poland 100%

Bush Boake Allen Holdings I B.V. Netherlands 100%

Bush Boake Allen Holdings II B.V. Netherlands 100%

</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-59463, No. 333-52319, No. 33-93084, and No.
33-86588) of Bush Boake Allen Inc. of our report dated January 28, 2000,
relating to the financial statements appearing on page 34 of the Annual Report
to Shareholders, which is incorporated in this Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

Florham Park, New Jersey
March 16, 2000

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-25-1999
<PERIOD-START> DEC-26-1998
<PERIOD-END> DEC-25-1999
<CASH> 9,338
<SECURITIES> 0
<RECEIVABLES> 93,370
<ALLOWANCES> 0
<INVENTORY> 97,371
<CURRENT-ASSETS> 211,334
<PP&E> 194,999
<DEPRECIATION> 0
<TOTAL-ASSETS> 461,017
<CURRENT-LIABILITIES> 82,442
<BONDS> 8,003
<COMMON> 336,737
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 461,017
<SALES> 499,037
<TOTAL-REVENUES> 499,037
<CGS> 329,986
<TOTAL-COSTS> 453,383
<OTHER-EXPENSES> 4,348
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,322
<INCOME-PRETAX> 38,984
<INCOME-TAX> 15,001
<INCOME-CONTINUING> 23,983
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,983
<EPS-BASIC> 1.24
<EPS-DILUTED> 1.24

</TABLE>