Special Charges

12 Months Ended

Nov. 30, 2024

SPECIAL CHARGES

The following is a summary of special charges, including transaction and integration expenses, recognized for the years ended November 30 (in millions):


	2025		2024		2023

Employee severance and related benefits	$	15.9	$	2.7	$	34.4
Other costs	3.3		6.8		26.8
Transaction and integration expenses	1.9		—		—
Special charges	$	21.1	$	9.5	$	61.2
Transaction and integration expenses included in cost of goods sold	2.1		—		—
Total special charges	$	23.2	$	9.5	$	61.2

Special Charges

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 to reduce fixed costs, simplify or improve processes, and improve our competitiveness. These charges 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. Expenses associated with the approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion. Certain ancillary expenses related to these actions approved by our Management Committee do not qualify for accrual upon approval but are included as special charges as incurred during the course of the actions.

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

During 2025, we recognized $19.2 million of special charges, consisting of $15.9 million in employee severance and related benefit costs related to global selling, general and administrative streamlining actions approved by our Management Committee and $3.3 million associated with other actions.

During 2024, we recognized $9.5 million of special charges, consisting of $4.5 million associated with our GOE program, as more fully described below, and $5.0 million associated with the transition of a manufacturing facility in EMEA, as more fully described below.

During 2023, we recognized $61.2 million of special charges, consisting principally of $42.8 million associated with our GOE program, as more fully described below, $8.7 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $8.8 million in the Americas region, and $0.9 million in the EMEA region.

As of November 30, 2025 and 2024, reserves associated with special charges of $4.7 million and $2.7 million respectively, are included in "Other accrued liabilities" in our consolidated balance sheet.

In 2022, our Management Committee approved the Global Operating Effectiveness (GOE) program. The GOE program included a voluntary retirement plan, which included enhanced separation benefits to certain U.S. employees aged 55 years or older with at least ten years of service to the Company. This voluntary retirement plan commenced in November 2022 and participants were required to submit their notifications by December 30, 2022. The total cost of the GOE program, which was recognized as special charges in our consolidated income statement during the three year period ending November 30, 2024, was $52.9 million, primarily including employee severance and related benefit costs. Special charges recognized during the year ended November 30, 2024 included $4.2 million in severance and related benefit costs and $0.3 million of third-party expenses and other costs. Special charges recognized during the year ended November 30, 2023 included $19.7 million associated with the voluntary retirement plan, $13.4 million of employee severance and related benefit costs and $9.7 million of third-party expenses and other costs.

In 2022, our Management Committee approved an initiative to consolidate our manufacturing operations in the United Kingdom into a net-zero carbon condiments manufacturing and distribution center facility with state-of-the-art technology. These changes to our supply chain operations were implemented to improve profitability by consolidating our operations into a scalable platform while expanding our capacity. The total cost of this initiative was $41.4 million which was recognized as special charges in our consolidated income statement through 2024, including employee severance and related benefit costs, accelerated depreciation, equipment relocation costs, decommissioning and other property related lease exit costs. During 2024, we recognized a reversal of $1.5 million associated with severance and related benefit costs, based on a change in estimate, and $6.5 million in third-party expenses and other costs. During 2023, we recognized $1.6 million in accelerated depreciation and $7.1 million in third party expenses and other costs.

Transaction and Integration Expenses

On March 31, 2025, we purchased substantially all of the assets of Jurado, Inc. (Jurado), a supplier of chili mash located in Las Cruces, New Mexico. The purchase price for Jurado was $38.1 million, including $14.3 million associated with a customary purchase price adjustment and $4.0 million of payments to be made in $2.0 million installments on the first and second anniversary of the acquisition date. The valuation of the acquired assets resulted in $32.3 million allocated to tangible assets acquired, $2.7 million allocated to other intangible assets, and $3.1 million allocated to goodwill, which is deductible for tax purposes. Tangible assets principally consist of $26.4 million of raw material and work-in-process inventory which were valued using a net realizable value approach, resulting in a step-up of $2.1 million that was recognized in cost of goods sold as the related inventory was sold, and property, plant and equipment of $5.8 million. The determination of the fair value of the acquired Jurado assets was finalized during 2025. The results of Jurado’s operations have been included in our financial statements from the date of the acquisition and are not material.

During 2025, we recorded $4.0 million of transaction and integration costs which includes the step-up of acquired Jurado inventory recognized in cost of goods sold of $2.1 million and transaction costs of $1.9 million recognized in special charges.

The following is a summary of special charges by business segments for the years ended November 30 (in millions):


	2025		2024		2023
Consumer segment	$	13.6	$	3.4	$	35.8
Flavor Solutions segment	9.6		6.1		25.4
Total special charges	$	23.2	$	9.5	$	61.2