Special Charges And Transaction And Integration Expenses

3 Months Ended

Feb. 28, 2026

Special Charges And Transaction And Integration Expenses

SPECIAL CHARGES

The following is a summary of special charges, including transaction and integration expenses, recognized in the three months ended February 28, 2026 and February 28, 2025 (in millions):


	Three months ended
	February 28, 2026		February 28, 2025
Employee severance and related benefits	$	16.2	$	—
Other costs	1.0		—


Transaction and integration expenses	7.9		—
Special charges	$	25.1	$	—
Inventory step-up included in cost of goods sold	15.0		—
Total special charges	$	40.1	$	—

The following is a summary of special charges, including transaction and integration expenses, by business segment for the three months ended February 28, 2026 and 2025 (in millions):


	Three months ended
	February 28, 2026		February 28, 2025
Consumer segment	$	32.7	$	—
Flavor Solutions segment	7.4		—
Total special charges	$	40.1	$	—

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 enhance 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 any 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 the three months ended February 28, 2026, we recorded $16.2 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions approved by our Management Committee, and $1.0 million associated with other actions.

As of February 28, 2026 and November 30, 2025, reserves associated with special charges of $16.2 million and $4.7 million, respectively, are included in "Other accrued liabilities" in our consolidated balance sheet.

Transaction and Integration Expenses

During the three months ended February 28, 2026, we recorded $22.9 million of transaction and integration expenses related to our acquisition of McCormick de Mexico, as more fully discussed in Note 2, which includes the step-up of acquired inventory recognized in cost of goods sold of $15.0 million and transaction and integration costs of $7.9 million recognized in special charges.