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Special Charges And Transaction And Integration Expenses | 6 Months Ended
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May 31, 2025
Special Charges [Abstract] |
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 and six months ended May 31, 2025 and 2024 (in millions):
| Three months ended May 31, |  | Six months ended May 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Employee severance and related benefits | $ | 11.4 |  |  | $ | 1.0 |  |  | $ | 11.4 |  |  | $ | 3.1 |
Other costs | 0.6 |  |  | 0.8 |  |  | 0.6 |  |  | 2.9 |
Transaction and integration expenses | 0.8 |  |  | — |  |  | 0.8 |  |  | — |
Total special charges | $ | 12.8 |  |  | $ | 1.8 |  |  | $ | 12.8 |  |  | $ | 6.0 |
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, including related impairment charges, 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 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 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 approved by our Management Committee during the second quarter of 2025, and $0.6 million associated with other actions. During the three months ended May 31, 2024, we recorded $1.8 million of special charges, principally associated with our Global Operating Effectiveness (GOE) program. During the six months ended May 31, 2024, we recorded $6.0 million of special charges, consisting principally of $4.6 million associated with our GOE program and $1.4 million associated with the transition of a manufacturing facility in Europe, Middle East, and Africa (EMEA), both of which are more fully described in Note 2 of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended November 30, 2024. As of May 31, 2025 and November 30, 2024, reserves associated with special charges of $8.0 million and $2.7 million are included in "Other accrued liabilities" in our consolidated balance sheet. Transaction and Integration Expenses On March 31, 2025, we purchased substantially all of the assets of Jurado, Inc. (“Jurado”), supplier of chili mash located in Las Cruces, New Mexico. The purchase price for Jurado was approximately $38.1 million, including $14.3 million of customary purchase price adjustments we anticipate will be paid in the third quarter of 2025 and $4.0 million of payments to be made in $2.0 million installments on the first and second anniversary of the acquisition date. As of May 31, 2025, the preliminary 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 $2.2 million that will be recognized in cost of goods sold as the related inventory is sold, and property, plant and equipment of $5.8 million. We expect to finalize the determination of the fair value of the acquired Jurado assets during the second half of 2025. The results of Jurado’s operations have been included in our financial statements as a component of our Consumer segment from the date of the acquisition and are not material. 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 which was principally comprised of transaction costs. We expect transaction and integration expenses related to the acquisition of Jurado, including the step-up of inventory that will be recognized in cost of goods sold, to total approximately $4.0 million in fiscal year 2025. The following is a breakdown by business segment of special charges, including transaction and integration expenses, for the three and six months ended May 31, 2025 and 2024 (in millions):
| Three months ended May 31, |  | Six months ended May 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Consumer segment | $ | 7.8 |  |  | $ | 1.5 |  |  | $ | 7.8 |  |  | $ | 3.3 |
Flavor Solutions segment | 5.0 |  |  | 0.3 |  |  | 5.0 |  |  | 2.7 |
Total special charges | $ | 12.8 |  |  | $ | 1.8 |  |  | $ | 12.8 |  |  | $ | 6.0 |

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