
	SPECIAL CHARGES

We continue to evaluate changes to our organization structure to enable us to reduce fixed costs, simplify or improve processes, and improve our competitiveness.

In our consolidated income statement, we include a separate line item captioned “Special charges” in arriving at our consolidated operating income. Special charges consist of expenses associated with certain actions undertaken by the Company to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee, comprised of our senior management, including our Chairman, President and Chief Executive Officer. Upon presentation of any such proposed action (generally including details with respect to estimated costs, which typically consist principally of employee severance and related benefits, together with ancillary costs associated with the action that may include a non-cash component or a component which relates to inventory adjustments that are included in cost of goods sold; impacted employees or operations; expected timing; and expected savings) to the Management Committee and the Committee’s advance approval, expenses associated with the approved action are classified as special charges upon recognition and monitored on an on-going basis through completion.

During the three months ended May 31, 2017, we recorded $4.7 million of special charges, consisting primarily of $4.5 million related to third party expenses incurred associated with our evaluation of changes to our global processes, capabilities and operating model to provide a scalable platform for future growth and $0.5 million related to other exit costs associated with actions undertaken to enhance organization efficiency and streamline processes in our Europe, Middle East and Africa (EMEA) region (which is more fully described below). These charges were partially offset by a $0.7 million net credit recorded in the second quarter related to our finalization of special charges associated with the 2015 discontinuance of Kohinoor's non-profitable bulk-packaged and broken basmati rice product lines. During the six months ended May 31, 2017, we recorded $8.3 million of special charges, consisting primarily of $5.5 million related to third party expenses incurred associated with our evaluation of changes to our global processes, capabilities and operating model previously described; $1.9 million for severance and other exit costs associated with our EMEA region’s closure of its manufacturing plant in Portugal in mid-2017; and $0.5 million related to other exit costs associated with actions undertaken to enhance organization efficiency and streamline processes in our EMEA region. These charges were partially offset by a $0.4 million net credit recorded during the six months ended May 31, 2017 related to our finalization of special charges associated with the 2015 discontinuance of Kohinoor's non-profitable bulk-packaged and broken basmati rice product lines.

Of the $8.3 million in special charges recorded during the six months ended May 31, 2017, approximately $4.5 million were paid in cash and $0.5 million represented a non-cash asset impairment, with the remaining accrual expected to be substantially paid in 2017.

In addition to the amounts recognized in the first six months of 2017, we expect to incur additional special charges during the balance of 2017 of $11.5 million, consisting of $6.4 million of additional third party expenses associated with our evaluation of changes to our global processes, capabilities and operating model to provide a scalable platform for future growth, $2.0 million related to employee severance benefits and other costs directly associated with the relocation of one of our Chinese manufacturing facilities, and approximately $3.1 million for other streamlining actions approved by our Management Committee and more fully described in our Annual Report on Form 10-K for the year ended November 30, 2016. These other streamlining actions include: (1) the write-off of the foreign currency translation adjustment, which is included as a component of other comprehensive income, associated with our former consolidated joint venture in South Africa, which we exited in late 2016, upon its liquidation; (2) other costs associated with the planned exit of two leased manufacturing facilities in Singapore and Thailand; and (3) other amounts associated with the EMEA reorganization plans initiated in 2015.

During the three months ended May 31, 2016, we recorded $3.9 million of special charges, consisting of $2.0 million related to other exit costs associated with actions undertaken to enhance organization efficiency and streamline processes in our EMEA region, $1.5 million for employee severance and related costs associated with our North America effectiveness initiative and $0.4 million for other exit costs related to the discontinuance of Kohinoor's non-profitable bulk-packaged and broken basmati rice product lines. During the six months ended May 31, 2016, we recorded $5.5 million of special charges, consisting of $3.1 million related to other exit costs associated with actions undertaken to enhance organization efficiency and streamline processes in our EMEA region, $1.7 million for employee severance and related costs associated with our North America effectiveness initiative and $0.7 million for other exit costs related to the discontinuance of Kohinoor's non-profitable bulk-packaged and broken basmati rice product lines. All of these are a continuation of actions that were initiated in 2015.

The following is a breakdown of special charges by business segments for the three and six months ended May 31, 2017 and 2016 (in millions):



	Three months ended May 31,				Six months ended May 31,
	2017		2016		2017		2016
Consumer segment	$	3.0	$	3.5	$	5.5	$	4.8
Industrial segment	1.7		0.4		2.8		0.7
Total special charges	$	4.7	$	3.9	$	8.3	$	5.5

All balances associated with our special charges are included in other accrued liabilities in our consolidated balance sheet.

In 2015, we initiated projects to enhance organization efficiency and streamline processes in EMEA in order to support our competitiveness and long-term growth. These initiatives center on actions intended to reduce fixed costs and improve business processes, as well as continue to drive simplification across the business and supply chain. These actions include the transfer of certain additional activities to our shared services center in Poland. These projects were continued in 2016 and 2017.

The following table outlines the major components of accrual balances and activity relating to the special charges associated with the EMEA reorganization plans that were initiated in 2015 for the six months ended May 31, 2017 and 2016 (in millions):



	Employee severance and related benefits			Other related costs			Total
Balance as of November 30, 2016	$	10.5		$	0.5		$	11.0
Special charges	—			0.5			0.5
Cash paid	(2.5		)	(0.5		)	(3.0		)
Impact of foreign exchange	0.5			0.1			0.6
Balance as of May 31, 2017	$	8.5		$	0.6		$	9.1

Balance as of November 30, 2015	$	16.2		$	0.6		$	16.8
Special charges	1.3			1.8			3.1
Cash paid	(3.8		)	(1.9		)	(5.7		)
Impact of foreign exchange	0.6			—			0.6
Balance as of May 31, 2016	$	14.3		$	0.5		$	14.8