Notes to Consolidated Financial Statements

Total pre-tax charges under this restructuring plan are estimated to be $130-$150 million, with approximately 75% in the consumer segment and 25% in the industrial segment. Of these charges, approximately 60% will consist of severance and other personnel costs, 15% of asset write-offs and 25% of other exit costs. The cash related portion of the charges will be approximately $100 million. The actions being taken are expected to reduce our global workforce by 800-1,000 over the three-year period.

In the fourth quarter of 2005, we recorded $10.7 million ($7.2 million after-tax) of charges under the restructuring plan, of which $10.1 million related to the consumer segment and $0.6 million related to Corporate. These charges include certain severance costs associated with the closing of our consumer manufacturing plant in Salinas, California, closing costs for a small plant in Belgium and costs associated with the reorganization of the sales and distribution networks in the U.S. and Europe.

Subsequent to year end, we offered an early retirement program, under the restructuring, to certain groups of U.S. employees. The expense of this program, will be recorded in 2006, when estimable.

The major components of the special charges and the remaining accrual balance relating to the 2005 restructuring plan as of November 30, 2005 follow:

In 2001, we adopted a plan to streamline our operations which was completed in 2005. This plan included the consolidation of several distribution and manufacturing locations, the reduction of 392 administrative and manufacturing positions, and the reorganization of several joint ventures. The cost of the total plan was $30.9 million ($21.1 million after-tax). Total cash expenditures in connection with these costs approximated $16.2 million, which was funded through internally generated funds. The remaining $14.7 million of costs associated with the plan consisted of write-offs of assets. Annualized cash savings from the plan were approximately $8.0 million ($5.3 million after-tax). Savings under the plan are being used for spending on initiatives such as brand support and supply chain management. These savings are included within the cost of goods sold and selling, general and administrative expenses in the consolidated statement of income.

During the year ended November 30, 2005, we recorded special charges of $0.5 million ($0.3 million after-tax). The costs recorded in 2005 primarily are severance costs.

During the year ended November 30, 2004, we recorded special charges of $6.2 million ($4.3 million after-tax). The costs recorded in 2004 primarily include costs related to the consolidation of industrial manufacturing facilities in the U.K. and Canada, the reorganization of a consumer joint venture and additional severance costs. During 2004, total cash expenditures in connection with the 2001 restructuring plan were $4.7 million. Also included in special charges/(credits) is a net gain of $8.7 million ($5.5 million after-tax) related to funds received from a class action lawsuit that was settled in our favor in the second quarter of 2004. This matter dated back to 1999 when a number of class action lawsuits were filed against manufacturers and sellers of various flavor enhancers for their violation of antitrust laws. We, as a purchaser of such products, participated as a member of the plaintiff class. In the second quarter of 2004, we received $11.1 million as a settlement of this claim and as a result of the settlement, were required to settle claims against us for a portion of this gross amount. The net gain recorded was $8.7 million. This amount was recorded as a special credit and was not allocated to the business segments.

During the year ended November 30, 2003, we recorded special charges related to continuing operations of $5.5 million ($3.6 million after-tax). The costs recorded in 2003 included additional costs associated with the consolidation of production facilities in Canada, net of a gain on the sale of a manufacturing facility, severance and other costs related to the consolidation of industrial manufacturing in the U.K. and the realignment of our consumer sales operations in Australia. During 2003, total cash expenditures in connection with the plan were $4.7 million. During 2002 and 2001, we recorded total charges of $18.7 million ($12.9 million aftertax) from continuing operations associated with the 2001 restructuring plan.

The major components of the special charges and the remaining accrual balance relating to the 2001 restructuring plan as of November 30, 2003, 2004 and 2005 follow: