Special Charges And Transaction And Integration Expenses

6 Months Ended

May 31, 2026

Special Charges And Transaction And Integration Expenses

SPECIAL CHARGES

The following is a summary of Special charges, by income statement line item, recognized in the three and six months ended May 31, 2026 and May 31, 2025 (in millions):


	Three months ended May 31,				Six months ended May 31,
	2026		2025		2026		2025
Transaction and integration expenses	$	57.6	$	0.8	$	65.5	$	0.8
Employee severance and related benefits	1.8		11.4		18.0		11.4
Other costs	0.6		0.6		1.6		0.6
Special charges	$	60.0	$	12.8	$	85.1	$	12.8
Inventory step-up included in Cost of goods sold	—		—		15.0		—
Transaction expenses included in Interest expense	$	6.8	—		6.8		$	—
Total Special charges	$	66.8	$	12.8	$	106.9	$	12.8

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. Included in special charges are transaction and integration costs incurred in conjunction with acquisitions.

Transaction and Integration Expenses

During the three months ended May 31, 2026, we recorded $57.6 million of transaction and integration expenses primarily related to our pending merger with Unilever Foods announced on March 31, 2026, as discussed in Note 2. These charges were incurred to directly support due diligence, deal execution and integration activities, and are primarily comprised of banking, legal, and consulting fees. Additional transaction costs of $6.8 million were recognized in Interest expense related to the amortization of debt financing fees associated with our pending merger with Unilever Foods.

The following transaction and integration expenses recorded in 2026 relate to the pending Merger Agreement with Unilever Foods (in millions) for the three and six month periods ended:


	May 31, 2026
Transaction and integration expenses in Special charges	$	57.4
Transaction expenses included in Interest expense	$	6.8
Total Special charges related to the pending Unilever transaction	$	64.2

During the six months ended May 31, 2026, we recorded $65.5 million of transaction and integration expenses including $57.4 million related to our pending merger with Unilever Foods which is described above and $8.1 million related to our acquisition of McCormick de Mexico that closed on January 2, 2026, as discussed in Note 2. We also recorded $15.0 million in Cost of goods sold related to the step-up of acquired inventory related to the acquisition of McCormick de Mexico.

During the three and six months ended May 31, 2025, we recorded $0.8 million of transaction and integration costs related to the acquisition of Jurado, described in Note 2, which was primarily comprised of transaction costs.

Employee Severance and Related Benefits

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 May 31, 2026, we recorded $1.8 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $0.6 million associated with other actions.

During the six months ended May 31, 2026, we recorded $18.0 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $1.6 million associated with other actions.

During the three and six months ended May 31, 2025, we recorded $11.4 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $0.6 million associated with other actions.

As of May 31, 2026 and November 30, 2025, special charges of $8.6 million and $4.7 million, respectively, are included in Other accrued liabilities in our consolidated balance sheet.