Shareholder Activism Related Costs

  


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|   | December 31, |
| (DOLLARS IN MILLIONS) | 2021 |  | 2020 |  | 2019 |
| Segment Adjusted Operating EBITDA: |  |  |  |  |  |
| Nourish | $ | 1,172  |  |  | $ | 599  |  |  | $ | 658  |  |
| Health & Biosciences | 625  |  |  | 40  |  |  | 33  |  |
| Scent | 463  |  |  | 416  |  |  | 425  |  |
| Pharma Solutions | 165  |  |  | —  |  |  | —  |  |
| Total | 2,425  |  |  | 1,055  |  |  | 1,116  |  |
| Depreciation & Amortization | (1,156) |  |  | (325) |  |  | (323) |  |
| Interest Expense | (289) |  |  | (132) |  |  | (138) |  |
| Other income, net | 58  |  |  | 7  |  |  | 30  |  |
| Operational Improvement Initiatives (a) | —  |  |  | —  |  |  | (2) |  |
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| Frutarom Integration Related Costs (b) | (4) |  |  | (10) |  |  | (55) |  |
| Restructuring and Other Charges  | (41) |  |  | (17) |  |  | (30) |  |
| Gains (Losses) on Sale of Assets  | 1  |  |  | (4) |  |  | (3) |  |
| Shareholder Activism Related Costs (c) | (7) |  |  | —  |  |  | —  |  |
| Business Divestiture Costs (d) | (42) |  |  | —  |  |  | —  |  |
| Employee Separation Costs (e) | (29) |  |  | (3) |  |  | —  |  |
| Frutarom Acquisition Related Costs (f) | (2) |  |  | (1) |  |  | (6) |  |
| Compliance Review & Legal Defense Costs (g) | —  |  |  | (3) |  |  | (11) |  |
| N&B Inventory Step-Up Costs  | (368) |  |  | —  |  |  | —  |  |
| N&B Transaction Related Costs (h) | (91) |  |  | (29) |  |  | (21) |  |
| N&B Integration Related Costs (i) | (101) |  |  | (97) |  |  | —  |  |
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| Income Before Taxes | $ | 354  |  |  | $ | 441  |  |  | $ | 557  |  |
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| (a) | Represents accelerated depreciation related to plant relocations in India and China.  |
| (b) | Represents costs related to the integration of the Frutarom acquisition. For 2021, costs primarily related to performance stock awards. For 2020, costs primarily related to advisory services, retention bonuses and performance stock awards. For 2019, costs primarily related to advisory services. |
| (c) | Represents shareholder activist related costs, primarily professional fees. |
| (d) | Represents costs related to the Company's sales and planned sales of businesses, primarily legal and professional fees. |
| (e) | Represents costs related to severance, including accelerated stock compensation expense, for certain employees and executives who have been separated or will separate from the Company. |
| (f) | Represents transaction-related costs and expenses related to the acquisition of Frutarom. For 2021, amount primarily includes earn-out payments, net of adjustments. For 2020, amount primarily includes earn-out payments, net of adjustments, amortization for inventory "step-up" costs and transaction costs primarily related to the 2019 Acquisition Activity. For 2019, amount primarily includes amortization for inventory "step-up" costs and transaction costs. |
| (g) | Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits. |
| (h) | Represents transaction costs and expenses related to the transaction with N&B, primarily legal and professional fees. |
| (i) | Represents costs primarily related to advisory services for the integration of the transaction with N&B, primarily consulting fees. |
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The Company has not disclosed revenues at a lower level than provided herein, such as revenues from external customers by product, as it is impracticable for it to do so.The Company had no customers that accounted for greater than 10% of consolidated net sales in 2021, 2020 and 2019.  88
