What changed in this filing

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Item 1. Financial Statements

2021-09-30 compared with 2021-07-01 · 165 added, 148 removed, 588 unchanged (35% of the section changed)

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(in millions except per share amounts)

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

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Net income from consolidated operations 203.3 196.5 512.1 516.5

Income from unconsolidated operations (including, for 2021, after-tax gain of $13.4 on sale of unconsolidated operation)

Income from unconsolidated operations (including, for the nine months ended August 31, 2021, after-tax gain on sale of unconsolidated operation of $13.4)

9.1 9.6 45.8 30.2

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(in millions)

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

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(in millions)

Six months ended May 31,

Nine months ended August 31,

Operating activities

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Income from unconsolidated operations ( 45.8 ) ( 30.2 )

Changes in operating assets and liabilities ( 247.4 ) ( 89.2 )

Changes in operating assets and liabilities (net of businesses acquired)

Trade accounts receivable 1.3 18.4

Inventories ( 156.5 ) ( 129.4 )

Trade accounts payable ( 16.7 ) 47.4

Other assets and liabilities ( 195.2 ) ( 11.3 )

Dividends from unconsolidated affiliates 21.8 23.4

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Non-Voting Shares Common Stock Amount Retained Earnings Accumulated Other Comprehensive (Loss) Income Non-controlling Interests Total Shareholders’ Equity

Three months ended May 31, 2021

Balance, February 28, 2021 18.0 249.0 $ 1,998.4 $ 2,573.6 $ ( 422.5 ) $ 15.2 $ 4,164.7

Three months ended August 31, 2021

Balance, May 31, 2021 18.1 249.2 $ 2,027.1 $ 2,660.5 $ ( 362.3 ) $ 15.5 $ 4,340.8

Net income — 212.4 — — 212.4

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Equal exchange ( 0.1 ) 0.1 — — — — —

Balance, May 31, 2021 18.1 249.2 $ 2,027.1 $ 2,660.5 $ ( 362.3 ) $ 15.5 $ 4,340.8

Six months ended May 31, 2021

Balance, August 31, 2021 18.0 249.3 $ 2,042.1 $ 2,780.0 $ ( 435.6 ) $ 16.6 $ 4,403.1

Nine months ended August 31, 2021

Balance, November 30, 2020 18.0 248.9 $ 1,981.3 $ 2,415.6 $ ( 470.8 ) $ 13.9 $ 3,940.0

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Equal exchange ( 0.4 ) 0.4 — — — — —

Balance, August 31, 2021 18.0 249.3 $ 2,042.1 $ 2,780.0 $ ( 435.6 ) $ 16.6 $ 4,403.1

Three months ended August 31, 2020

Balance, May 31, 2020 18.6 247.9 $ 1,938.9 $ 2,288.7 $ ( 577.7 ) $ 12.4 $ 3,662.3

Three months ended May 31, 2020

Balance, February 29, 2020 18.5 247.3 $ 1,901.5 $ 2,179.9 $ ( 519.5 ) $ 12.7 $ 3,574.6

Net income — 206.1 — — 206.1

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Equal exchange ( 0.8 ) 0.8 — — — — —

Balance, May 31, 2020 18.6 247.9 $ 1,938.9 $ 2,288.7 $ ( 577.7 ) $ 12.4 $ 3,662.3

Six months ended May 31, 2020

Balance, August 31, 2020 18.1 248.7 $ 1,971.6 $ 2,391.0 $ ( 429.9 ) $ 13.3 $ 3,946.0

Nine months ended August 31, 2020

Balance, November 30, 2019 18.6 247.2 $ 1,888.6 $ 2,055.8 $ ( 500.2 ) $ 12.5 $ 3,456.7

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Equal exchange ( 1.7 ) 1.7 — — — — —

Balance, May 31, 2020 18.6 247.9 $ 1,938.9 $ 2,288.7 $ ( 577.7 ) $ 12.4 $ 3,662.3

Balance, August 31, 2020 18.1 248.7 $ 1,971.6 $ 2,391.0 $ ( 429.9 ) $ 13.3 $ 3,946.0

See notes to condensed consolidated financial statements (unaudited).

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All common stock and per-share data prior to that date have been retroactively adjusted for the impact of the stock split.

The results of consolidated operations for the six-month period ended May 31, 2021 are not necessarily indicative of the results to be expected for the full year.

The results of consolidated operations for the nine-month period ended August 31, 2021 are not necessarily indicative of the results to be expected for the full year.

Historically, our Net sales, Net income and Cash flow from operations have been lower in the first half of the fiscal year and higher in the second half.

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For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended November 30, 2020.

Impact of COVID-19

Recent Events

Recent events impacting our business include COVID-19, the acquisitions of Cholula and FONA, the inflationary cost environment and supply chain disruption, each of which are further discussed in these notes to condensed consolidated financial statements.

As more fully described below, we expect the largest factors impacting our fiscal 2021 performance to be the relative balance of at-home versus away-from-home consumption and the inflationary cost environment, both which remain uncertain.

On March 11, 2020, the World Health Organization designated a new coronavirus (“COVID-19”) as a global pandemic.

Governments around the world either recommended or mandated actions to slow the transmission of the virus that included shelter-in-place orders, quarantines, limitation on crowd size, closures of dine-in restaurants and bars, and significant restrictions on travel, as well as work restrictions that prohibited many employees from going to work.

Governments around the world either recommended or mandated actions to slow the transmission of the virus that included shelter-in-place orders, quarantines, limitations on crowd size, closures of dine-in restaurants and bars, and significant restrictions on travel, as well as work restrictions that prohibited many employees from going to work.

Uncertainty with respect to the economic effects of the pandemic has significantly impacted not only our operating results but also the global economy.

The extent and nature of government actions varied during the three and six-months ended May 31, 2021 and 2020, based upon the then-current extent and severity of the COVID-19 pandemic within their respective countries and localities.

The extent and nature of government actions varied during the three and nine-months ended August 31, 2021 and 2020, based upon the then-current extent and severity of the COVID-19 pandemic within their respective countries and localities.

We are actively monitoring the impact of COVID-19 on all aspects of our business.

The effects of COVID-19 on consumer behavior have impacted the relative balance of at-home versus away-from-home food demand.

The impact of COVID-19 has resulted in net sales growth as the increase in at-home consumption has more than offset declines in away-from-home demand.

The extent of the at-home consumption and away-from-home demand has varied during the pandemic and has impacted our results, as compared to the prior year results, at different levels in any individual quarter.

The impact of COVID-19, since the onset of the pandemic, has resulted in net sales growth as the increase in at-home consumption has more than offset declines in away-from-home demand.

The impact of COVID-19 on our consumer segment since the beginning of the COVID-19 pandemic has resulted in a significant increase in at-home consumption and related demand for our products.

While we continue to see strong levels of consumer demand compared to the pre-pandemic levels, during the three months ended May 31, 2021 retail demand declined when compared to the comparable quarter of the prior year based on the strong consumer demand at the beginning of the pandemic.

The impact of COVID-19 on our flavor solutions segment has included both the unfavorable impact attributable to decreased demand from certain customers that were affected by government measures related to COVID-19 in many of our markets that reduced away-from-home food demand and the favorable impact of increased at-home consumption from certain customers in our flavor solutions segment that use our products to flavor their own brands for at-home consumption.

The measures impacting certain of our flavor solutions customers included the following:

The impact of COVID-19 on our flavor solutions segment has been two-fold, including both (i) an unfavorable impact attributable to decreased demand from certain customers that were affected by government measures related to COVID-19 mitigation in many of our markets that reduced away-from-home food demand;

and (ii) a favorable impact attributable to increased at-home consumption from certain customers that use our products to flavor their own brands for at-home consumption.

The COVID-19 mitigation measures impacting certain of our flavor solutions customers included the following:

(i) with respect to dine-in restaurants, closures, limitations on dine-in capacity, or restrictions on the operations of those restaurants to carry-out or delivery only;

and (ii) with respect to quick service restaurants, limitations on operations to drive-through pick-up or delivery.

While we continue to see strong levels of consumer demand compared to the pre-pandemic levels, during the three months ended August 31, 2021 retail demand declined when compared to the comparable quarter of the prior year based on strong consumer demand at the beginning of the

We continue to see recovery in away-from-home demand associated with the COVID-19 recovery.

During the three months ended May 31, 2021 our flavor solutions sales and operating results improved as away-from-home consumption increased as compared to the comparable quarter, in part, due to the lifting of much more restrictive COVID-19 measures that were in place at the beginning of the pandemic.

businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

As the COVID-19 pandemic progresses, we expect the largest factor impacting our fiscal 2021 performance will be the relative balance of at-home versus away-from-home consumption.

During the three months ended August 31, 2021 our flavor solutions sales and operating results improved as away-from-home consumption increased as compared to the comparable quarter in 2020, in part, due to the lifting of much more restrictive COVID-19 mitigation measures that were in place in the early stages of the pandemic.

The impact of the COVID-19 pandemic on our consolidated operating results during the three months ended February 29, 2020 was limited, in all material respects, to our operations in China where the Chinese government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

The pace and shape of the COVID-19 recovery as well as the impact and extent of COVID-19 variants or potential resurgences is not presently known.

Inflationary Cost Environment and Supply Chain Disruption:

During fiscal 2021, we have experienced inflationary cost increases in our commodities, packaging materials and transportation costs.

We expect that these inflationary cost increases will be partially mitigated by pricing actions we expect to implement in the fourth quarter of fiscal 2021 and by our CCI-led cost savings.

We are also experiencing additional pressure in our supply chain due to strained transportation capacity, as well as due to labor shortages and absenteeism associated with COVID-19, together with the impact of the continued elevated demand.

Revenue Recognition

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2019-12 Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes.

Simplifying the Accounting for Income Taxes .

The new guidance removes certain exceptions to the general principles for income taxes and also improves consistent application of accounting by clarifying or amending existing guidance.

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The purchase price was approximately $ 801.2 million, net of cash acquired.

That purchase price is also net of $ 1.5 million received during the three months ended May 31, 2021 associated with the final working capital adjustment.

That purchase price is also net of $ 1.5 million received during the second quarter of 2021 associated with the final working capital adjustment.

The acquisition was funded with cash and short-term borrowings.

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The purchase price of Cholula was preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition as further described in note 2 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2020.

We valued finished goods and work-in-process inventory using a net realizable value approach, which resulted in a step-up of $ 4.9 million that was recognized in cost of goods sold during the six months ended May 31, 2021, as the related inventory was sold.

During the six months ended May 31, 2021, we adjusted our preliminary purchase accounting associated with the acquired assets and liabilities which increased goodwill by $ 0.9 million.

Independent valuations of the fair value of acquired assets and liabilities of Cholula, including identified intangible assets and goodwill, remain in process as of May 31, 2021, but will be finalized within the allowable measurement period.

We valued finished goods and work-in-process inventory using a net realizable value approach, which resulted in a step-up of $ 4.9 million that was recognized in Cost of goods sold during the nine months ended August 31, 2021, as the related inventory was sold.

During the nine months ended August 31, 2021, we completed the Cholula purchase price allocation which resulted in an increase in goodwill of $ 0.8 million.

The final purchase price allocation for Cholula resulted in the following fair value allocations, net of cash acquired (in millions):

Trade accounts receivable $ 15.0

Inventories 16.5

Goodwill 411.3

Intangible assets 401.0

Other assets 10.5

Trade accounts payable ( 7.0 )

Other accrued liabilities ( 8.1 )

Deferred taxes ( 35.1 )

Other long-term liabilities ( 2.9 )

Total $ 801.2

Acquisition of FONA International, LLC

On December 30, 2020, we purchased FONA International, LLC and certain of its affiliates (FONA), a privately held company, for a purchase price of approximately $ 708.2 million, net of cash acquired.

That purchase price includes the payment of $ 2.6 million during the three months ended May 31, 2021 associated with the final working capital adjustment.

That purchase price includes the payment of $ 2.6 million during the second quarter 2021 associated with the final working capital adjustment.

FONA is a leading manufacturer of clean and natural flavors providing solutions for a diverse customer base across various applications for the food, beverage and nutritional markets.

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We used carrying values to value trade receivables and payables, as well as certain other current and non-current assets and liabilities, as we determined that they represented the fair value of those items.

We valued finished goods and work-in-process inventory using a net realizable value approach, which resulted in a step-up of $ 1.4 million that was recognized in cost of goods sold during the six months ended May 31, 2021, as the related inventory was sold.

We valued finished goods and work-in-process inventory using a net realizable value approach, which resulted in a step-up of $ 1.4 million that was recognized in Cost of goods sold during the nine months ended August 31, 2021, as the related inventory was sold.

Raw materials and packaging inventory was valued using the replacement cost approach.

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As a result of the acquisition, we recognized a total of $ 389.4 million of goodwill.

That goodwill primarily represents the intangible assets that do not qualify for separate recognition,

such as the value of leveraging our brand building expertise, our insights in demand from customers for value-added flavor solutions, and our supply chain capabilities, as well as expected synergies from the combined operations and assembled workforce.

That goodwill primarily represents the intangible assets that do not qualify for separate recognition, such as the value of leveraging our brand building expertise, our insights in demand from customers for value-added flavor solutions, and our supply chain capabilities, as well as expected synergies from the combined operations and assembled workforce.

Our aggregate income tax basis in the acquired intangible assets and goodwill approximates their aggregate book value at the acquisition date.

The final allocation of the fair value of the acquired net assets of FONA, including the residual amount of goodwill, was not complete as of May 31, 2021, but will be finalized within the allowable measurement period.

The final allocation of the fair value of the acquired net assets of FONA, including the residual amount of goodwill, was not complete as of August 31, 2021, but will be finalized within the allowable measurement period.

Transaction and Integration Expenses Associated with the Cholula and FONA Acquisitions

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Of the total expected Transaction and integration expenses, transaction expenses of $ 12.4 million were incurred in 2020.

We incurred an additional $ 6.9 million and $ 32.0 million of transaction and integration costs related to Cholula and FONA during the three and six months ended May 31, 2021, respectively.

We anticipate incurring the remainder of those transaction and integration expenses in the balance of fiscal 2021.

The following are the transaction and integration expenses recognized during the three and six months ended May 31, 2021 relating to the Cholula and FONA acquisitions (in millions):

Three months ended May 31, 2021 Six months ended May 31, 2021

We incurred an additional $ 1.3 million and $ 33.3 million of Transaction and integration costs related to Cholula and FONA during the three and nine months ended August 31, 2021, respectively.

We anticipate incurring the remainder of those Transaction and integration expenses by May 31, 2022.

The following are the Transaction and integration expenses recognized during the three and nine months ended August 31, 2021 relating to the Cholula and FONA acquisitions (in millions):

Three months ended August 31, 2021 Nine months ended August 31, 2021

Transaction-related expenses included in cost of goods sold $ — $ 6.3

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On March 1, 2021, we sold our 26 % interest in Eastern Condiments Private Ltd (Eastern) for $ 65.4 million in cash, net of transaction expenses of $ 1.4 million.

Eastern was accounted for as an equity method investment with our proportionate share of earnings, prior to the sale, reflected in Income from unconsolidated operations in our consolidated income statement.

Eastern was accounted for as an equity method investment with our proportionate share of earnings, prior to the sale, reflected in Income from unconsolidated operations before income taxes in our consolidated income statement.

The sale of Eastern resulted in a gain of $ 13.4 million, net of tax of $ 5.7 million.

That gain is included in Income from unconsolidated operations in our consolidated income statement.

That gain also reflects a write-off of $ 1.4 million of foreign currency translation adjustment, a component of accumulated other comprehensive income.

That gain is included in Income from unconsolidated operations before income taxes in our consolidated income statement.

That gain also reflects a write-off of $ 1.4 million of foreign currency translation adjustment, a component of Accumulated other comprehensive loss.

SPECIAL CHARGES

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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.

The following is a summary of special charges recognized in the three and six months ended May 31, 2021 and 2020

The following is a summary of Special charges recognized in the three and nine months ended August 31, 2021 and 2020

(in millions):

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

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Of that $ 60 million to $ 65 million, we estimate that approximately sixty percent will be attributable to cash payments associated with the related costs of GE implementation and transition, including outside consulting and other costs, and approximately forty percent will be attributable to severance and related benefit payments, all directly related to the initiative.

We have spent a cumulative total of $ 40.4 million on this initiative through May 31, 2021.

During the three months ended May 31, 2021, we recorded $ 13.7 million of special charges, consisting principally of a non-cash asset impairment charge of $ 6.5 million associated with an administrative site that will be exited in conjunction with our decision to employ a hybrid work environment and $ 4.7 million of streamlining actions in the Americas region.

During the six months ended May 31, 2021, we recorded $ 14.8 million of special charges, consisting principally of the previously described non-cash asset impairment charge of $ 6.5 million, $ 5.2 million of streamlining actions in the Americas region, and $ 1.3 million of streamlining actions in the Europe, Middle East, and Africa (EMEA) region.

During the three months ended May 31, 2020, we recorded $ 2.9 million of special charges, consisting principally of $ 2.8 million of streamlining actions in the EMEA region, which included $ 1.9 million related to severance and related benefits, $ 0.6 million of third-party expenses, and $ 0.3 million related to other costs.

During the six months ended May 31, 2020, we recorded $ 3.9 million of special charges, consisting of $ 2.8 million of streamlining actions in the EMEA region and $ 1.1 million related to our GE initiative, which included $ 0.5 million of third-party expenses, $ 0.3 million related to employee severance and related benefits, and $ 0.3 million related to other costs.

As of May 31, 2021, reserves associated with special charges, which are expected to be paid during the remainder of fiscal year 2021, are included in accounts payable and other accrued liabilities in our consolidated balance sheet.

The following is a breakdown by business segments of special charges for the three and six months ended May 31, 2021 and 2020 (in millions):

Three months ended May 31, Six months ended May 31,

We have spent a cumulative total of $ 41.1 million on this initiative through August 31, 2021.

During the three months ended August 31, 2021, we recorded $ 5.8 million of Special charges, consisting principally of streamlining actions of $ 1.8 million in the Americas region, $ 1.7 million in the Europe, Middle East, and Africa (EMEA) region and $ 0.8 million in the Asia Pacific (APAC) region, and $ 0.7 million related to our GE initiative.

During the nine months ended August 31, 2021, we recorded $ 20.6 million of Special charges, consisting principally of streamlining actions of $ 7.0 million in the Americas region, $ 3.0 million in the EMEA region and $ 0.8 million in the APAC region, and $ 0.7 million related to our GE initiative, together with a non-cash asset impairment charge of $ 6.5 million associated with an administrative site that will be exited in conjunction with our decision to employ a hybrid work environment.

During the three months ended August 31, 2020, we recorded $ 0.1 million of Special charges, consisting primarily of streamlining actions in the EMEA region.

During the nine months ended August 31, 2020, we recorded $ 4.0 million of Special charges, consisting of $ 2.9 million of streamlining actions in the EMEA region and $ 1.1 million related to our GE initiative.

As of August 31, 2021, reserves associated with Special charges, which are expected to be paid during the next six months, are included in Trade accounts payable and Other accrued liabilities in our consolidated balance sheet.

The following is a breakdown by business segment of Special charges for the three and nine months ended August 31, 2021 and 2020 (in millions):

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

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Total special charges $ 5.8 $ 0.1 $ 20.6 $ 4.0

The changes in the carrying amount of goodwill by business segment for the six months ended May 31, 2021 are as follows (in millions):

The changes in the carrying amount of goodwill by business segment for the nine months ended August 31, 2021 are as follows (in millions):

Consumer Flavor Solutions

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Balance as of the end of period $ 3,712.0 $ 1,667.5

During the six months ended May 31, 2021, a preliminary valuation of the net assets of FONA acquired in December 2020, resulted in the assignment of $ 389.6 million of goodwill to the flavor solutions segment.

During the six months ended May 31, 2021, we have made changes in the preliminary allocation of the purchase price of Cholula which resulted in an increase in goodwill of $ 0.6 million to the consumer segment and $ 0.3 million to the flavor solutions segment.

During the nine months ended August 31, 2021, a preliminary valuation of the net assets of FONA acquired in December 2020, resulted in the assignment of $ 389.4 million of goodwill to the flavor solutions segment.

During the nine months ended August 31, 2021, we finalized the allocation of the purchase price of Cholula, which resulted in an increase in goodwill of $ 0.5 million to the consumer segment and $ 0.3 million to the flavor solutions segment.

FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS

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The net proceeds from these issuances were used to pay down short-term borrowings, including a portion of the $ 1,443.0 million of commercial paper issued to finance our acquisitions of Cholula and FONA, and for general corporate purposes.

During the three months ended August 31, 2021, we repaid our $ 250 million, 3.90 % notes that matured on July 8, 2021.

In June 2021, we entered into a five -year $ 1.5 billion revolving credit facility, which will expire in June 2026.

The current pricing for the credit facility, on a fully drawn basis, is LIBOR plus 1.25 %.

The pricing of the credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to LIBOR plus 1.75 %.

The provisions of this new revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio.

We do not expect that this covenant would limit our access to this revolving credit facility for the foreseeable future.

This facility replaced the following prior revolving credit facilities:

(i) a five -year $ 1.0 billion revolving credit facility that was due to expire in August 2022, and (ii) a 364 -day $ 1.0 billion revolving facility, which we entered into in the first quarter of 2021 and that was due to expire in December 2021.

The terms of those revolving credit facilities are more fully described in note 6 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2020.

We use derivative financial instruments to enhance our ability to manage risk, including foreign currency, net investment and interest rate exposures, which exist as part of our ongoing business operations.

We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instrument, and all derivatives are designated as hedges.

We do not enter into contracts for trading

purposes, nor are we a party to any leveraged derivative instrument, and all derivatives are designated as hedges.

We are not a party to master netting arrangements, and we do not offset the fair value of derivative contracts with the same counterparty in our financial statement disclosures.

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Forward contracts are generally less than 18 months duration.

At May 31, 2021, we had foreign currency exchange contracts to purchase or sell $ 625.7 million of foreign currencies as compared to $ 383.8 million at November 30, 2020.

At August 31, 2021, we had foreign currency exchange contracts to purchase or sell $ 598.1 million of foreign currencies as compared to $ 383.8 million at November 30, 2020.

All of these contracts were designated as hedges of anticipated purchases denominated in a foreign currency or hedges of foreign currency denominated assets or liabilities.

All foreign currency exchange contracts outstanding at May 31, 2021 have durations of less than 18 months, including $ 248.1 million of notional contracts that have durations of less than one month and are used to hedge short-term cash flow funding .

All foreign currency exchange contracts outstanding at August 31, 2021 have durations of less than 18 months, including $ 232.9 million of notional contracts that have durations of less than one month and are used to hedge short-term cash flow funding .

Contracts which are designated as hedges of anticipated purchases denominated in a foreign currency (generally purchases of raw materials in U.S.

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We also enter into fair value foreign currency exchange contracts to manage both exposure to currency fluctuations in certain intercompany loans between subsidiaries as well as currency exposure to third-party non-functional currency assets or liabilities.

At May 31, 2021, the notional value of these contracts was $ 530.5 million.

At August 31, 2021, the notional value of these contracts was $ 391.7 million.

Any gains or losses recorded based on both the change in fair value of these contracts and the change in the currency component of the underlying loans are recognized in our consolidated income statement as Other income, net.

We also utilize cross currency interest rate swap contracts that are designated as net investment hedges.

As of May 31, 2021, we had cross currency interest rate swap contracts of (i) $ 250 million notional value to receive $ 250 million at three-month U.S.

As of August 31, 2021, we had cross currency interest rate swap contracts of (i) $ 250 million notional value to receive $ 250 million at three-month U.S.

LIBOR plus 0.685 % and pay £ 194.1 million at three-month GBP LIBOR plus 0.740 % and (ii) £ 194.1 million notional value to receive £ 194.1 million at three-month GBP LIBOR plus 0.740 % and pay € 221.8 million at three-month Euro EURIBOR plus 0.808 %.

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We utilize interest rate swap agreements to minimize worldwide financing costs and to achieve a desired mix of variable and fixed rate debt.

As of May 31, 2021, we have outstanding interest rate swap contracts for a notional amount of $ 350 million.

Those interest rate swap contracts include a $ 100 million notional value of interest rate swap contracts, where we receive interest at 3.25 % and pay

a variable rate of interest based on three-month LIBOR plus 1.22 %, which expire in November 2025, and are designated as fair value hedges of the changes in fair value of $ 100 million of the $ 250 million 3.25 % medium-term notes due 2025.

As of August 31, 2021, we have outstanding interest rate swap contracts for a notional amount of $ 350 million.

Those interest rate swap contracts include a $ 100 million notional value of interest rate swap contracts, where we receive interest at 3.25 % and pay a variable rate of interest based on three-month LIBOR plus 1.22 %, which expire in November 2025, and are designated as fair value hedges of the changes in fair value of $ 100 million of the $ 250 million 3.25 % medium-term notes due 2025.

We also have $ 250 million notional interest rate swap contracts where we receive interest at 3.40 % and pay a variable rate of interest based on three-month LIBOR plus 0.685 %, which expire in August 2027, and are designated as fair value hedges of the changes in fair value of $ 250 million of the $ 750 million 3.40 % term notes due 2027.

Any realized gain or loss on these swap contracts was offset by a corresponding increase or decrease of the value of the hedged debt.

All derivatives are recognized at fair value in the balance sheet and recorded in either other current assets, other long-term assets, other accrued liabilities or other long-term liabilities, depending upon their nature and maturity.

The fair value of these swap contracts is offset by a corresponding increase or decrease of the value of the hedged debt.

All derivatives are recognized at fair value in our consolidated balance sheet and recorded in either Prepaid expenses and other current assets, Other long-term assets, Other accrued liabilities or Other long-term liabilities, depending upon their nature and maturity.

Hedge ineffectiveness was not material.

The following table discloses the notional amount and fair values of derivative instruments on our balance sheet (in millions):

As of May 31, 2021 Asset Derivatives Liability Derivatives

As of August 31, 2021 Asset Derivatives Liability Derivatives

Balance sheet

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Total $ 44.5 $ 27.0

The following tables disclose the impact of derivative instruments on our other comprehensive income ("OCI"), accumulated other comprehensive income (loss) ("AOCI") and our consolidated income statement for the three- and six-month periods ended May 31, 2021 and 2020 (in millions):

The following tables disclose the impact of derivative instruments on our Other comprehensive income (OCI), Accumulated other comprehensive loss (AOCI) and our consolidated income statement for the three- and nine-months ended August 31, 2021 and 2020 (in millions):

Fair Value Hedges

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location Income (expense)

Three months ended May 31, 2021 Three months ended May 31, 2020 Six months ended May 31, 2021 Six months ended May 31, 2020

Three months ended August 31, 2021 Three months ended August 31, 2020 Nine months ended August 31, 2021 Nine months ended August 31, 2020

Interest rate contracts Interest expense $ 2.1 $ 1.8 $ 6.1 $ 3.2

Three months ended May 31, Income statement location Gain (loss) recognized in income Income statement location Gain (loss) recognized in income

Three months ended August 31, Income statement location Gain (loss) recognized in income Income statement location Gain (loss) recognized in income

Derivative 2021 2020 Hedged item 2021 2020

Foreign exchange contracts Other income, net $ 5.6 $ ( 7.6 ) Intercompany loans Other income, net $ ( 5.4 ) $ 7.3

Six months ended May 31, Income statement location Gain (loss) recognized in income Income statement location Gain (loss) recognized in income

Nine months ended August 31, Income statement location Gain (loss) recognized in income Income statement location Gain (loss) recognized in income

Derivative 2021 2020 Hedged item 2021 2020

Foreign exchange contracts Other income, net $ ( 0.3 ) $ ( 4.1 ) Intercompany loans Other income, net $ 1.1 $ 3.1

The gains (losses) recognized on fair value hedges relating to currency exposure on third-party non-functional currency assets or liabilities were not material during the three- and six-months ended May 31, 2021 and 2020.

Cash Flow Hedges

Three months ended May 31,

Three months ended August 31,

Derivative Gain (loss)

7 unchanged sentences

Total $ 1.5 $ ( 0.6 ) $ ( 0.1 ) $ 1.3

Six months ended May 31,

Nine months ended August 31,

Derivative Gain (loss)

8 unchanged sentences

Total $ ( 0.6 ) $ 2.3 $ ( 0.2 ) $ 1.6

For all cash flow and settled interest rate fair value hedge derivatives, the net amount of accumulated other comprehensive income (loss) expected to be reclassified in the next 12 months is $ 0.6 million as a decrease to earnings.

For all cash flow and settled interest rate fair value hedge derivatives, the net amount of Accumulated other comprehensive loss expected to be reclassified in the next 12 months is $ 0.7 million as an increase to earnings.

Net Investment Hedges

Three months ended May 31,

Three months ended August 31,

Derivative Gain (loss)

5 unchanged sentences

expense $ 0.4 $ 0.3

Six months ended May 31,

Nine months ended August 31,

Derivative Gain (loss)

5 unchanged sentences

expense $ 1.1 $ 2.7

For all net investment hedges, no amounts have been reclassified out of accumulated other comprehensive income (loss).

For all net investment hedges, no amounts have been reclassified out of Accumulated other comprehensive loss.

The amounts noted in the tables above for OCI do not include any adjustments for the impact of deferred income taxes.

7 unchanged sentences

Unobservable inputs that reflect the reporting entity’s own assumptions.

At May 31, 2021 and November 30, 2020, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

At August 31, 2021 and November 30, 2020, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

Our population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows (in millions):

August 31, 2021

Fair Value Level 1 Level 2

20 unchanged sentences

Total $ 27.0 $ — $ 27.0

Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, receivables, short-term borrowings and trade accounts payable approximate fair value.

Because of their short-term nature, the amounts reported in our consolidated balance sheet for Cash and cash equivalents, Trade accounts receivable, Short-term borrowings and Trade accounts payable approximate fair value.

The fair values of insurance contracts are based upon the underlying values of the securities in which they are invested and are from quoted market prices from various stock and bond exchanges for similar-type assets.

The fair values of bonds and other long-term investments are based on quoted market prices from various stock and bond exchanges.

The fair values for interest rate derivatives, foreign currency derivatives, and cross currency contracts are based on values for similar instruments using models with market-based inputs.

The fair values for interest rate derivatives, foreign

currency derivatives, and cross currency contracts are based on values for similar instruments using models with market-based inputs.

The following table sets forth the carrying amounts and fair values of our long-term debt including the current portion thereof (in millions):

May 31, 2021 November 30, 2020

August 31, 2021 November 30, 2020

Carrying amount $ 4,753.5 $ 4,017.7

14 unchanged sentences

Although our defined benefit plans in the U.S., United Kingdom and Canada have been frozen, employees who are participants in the plans retained benefits accumulated up to the date of the freeze, based on credited service and eligible earnings, in accordance with the terms of the plans.

The following table presents the components of our pension expense (income) of the defined benefit plans for the three months ended May 31, 2021 and 2020 (in millions):

The following table presents the components of our pension expense (income) of the defined benefit plans for the three months ended August 31, 2021 and 2020 (in millions):

United States International

8 unchanged sentences

Total pension expense (income) $ — $ 0.1 $ ( 0.6 ) $ ( 0.3 )

The following table presents the components of our pension expense (income) of the defined benefit plans for the six months ended May 31, 2021 and 2020 (in millions):

The following table presents the components of our pension expense (income) of the defined benefit plans for the nine months ended August 31, 2021 and 2020 (in millions):

United States International

8 unchanged sentences

Total pension expense (income) $ — $ 0.2 $ ( 2.0 ) $ ( 2.1 )

During the six months ended May 31, 2021 and 2020, we contributed $ 5.2 million and $ 4.4 million, respectively, to our pension plans.

During the nine months ended August 31, 2021 and 2020, we contributed $ 7.5 million and $ 9.3 million, respectively, to our pension plans.

Total contributions to our pension plans in fiscal year 2020 were $ 11.9 million.

The following table presents the components of our other postretirement benefits expense (income) (in millions):

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

5 unchanged sentences

Total other postretirement benefits expense (income) $ 0.8 $ ( 0.2 ) $ 2.4 $ ( 0.7 )

All of the amounts in the tables above for pension expense and other postretirement benefits expense, other than service cost, were included in the income statement caption "Other income, net" within our consolidated income statements.

The aggregate amount of pension and other postretirement benefits (income) expenses, excluding service cost components, were $( 1.4 ) million and $( 2.4 ) million for the three months ended May 31, 2021 and 2020, respectively and $( 3.2 ) million and $( 5.2 ) million for the six months ended May 31, 2021 and 2020, respectively.

All of the amounts in the tables above for pension expense and other postretirement benefits expense, other than service cost, were included in Other income, net within our consolidated income statements.

The aggregate amount of pension and other

postretirement benefits (income) expenses, excluding service cost components, were $( 1.5 ) million and $( 1.9 ) million for the three months ended August 31, 2021 and 2020, respectively and $( 4.7 ) million and $( 7.1 ) million for the nine months ended August 31, 2021 and 2020, respectively.

STOCK-BASED COMPENSATION

2 unchanged sentences

The following table sets forth the stock-based compensation expense recorded in Selling, general and administrative ("SG&A") expense (in millions):

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

8 unchanged sentences

Expected lives (in years) 7.9 7.9

The following is a summary of our stock option activity for the six months ended May 31, 2021 and 2020:

The following is a summary of our stock option activity for the nine months ended August 31, 2021 and 2020:

(shares in millions) Number

6 unchanged sentences

Exercisable at end of the period 3.7 $ 51.19 3.2 $ 47.67

As of May 31, 2021, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $ 153.5 million and for options currently exercisable was $ 142.7 million.

The total intrinsic value of all options exercised during the six months ended May 31, 2021 and 2020 was $ 4.9 million and $ 28.9 million, respectively.

The following is a summary of our RSU activity for the six months ended May 31, 2021 and 2020:

As of August 31, 2021, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $ 138.9 million and for options currently exercisable was $ 130.1 million.

The total intrinsic value of all options exercised during the nine months ended August 31, 2021 and 2020 was $ 7.3 million and $ 65.3 million, respectively.

The following is a summary of our RSU activity for the nine months ended August 31, 2021 and 2020:

(shares in thousands) Number

7 unchanged sentences

Outstanding at end of period 621 $ 69.75 770 $ 62.41

The following is a summary of our Price-Vested Stock Options activity for the six months ended May 31, 2021:

The following is a summary of our Price-Vested Stock Options activity for the nine months ended August 31, 2021:

(shares in thousands) Number

5 unchanged sentences

Outstanding at end of period 2,252 $ 9.40

The following is a summary of our LTPP activity for the six months ended May 31, 2021 and 2020:

The following is a summary of our LTPP activity for the nine months ended August 31, 2021 and 2020:

(shares in thousands) Number

7 unchanged sentences

Outstanding at end of period 376 $ 86.73 428 $ 69.13

Income tax expense for the three months ended May 31, 2021 included $ 5.3 million of net discrete tax benefits consisting principally of the following:

(i) $ 3.7 million of tax benefits from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of a statute of limitations in a non-U.S.

jurisdiction, and (ii) $ 1.5 million of excess tax benefits associated with share-based compensation.

Income tax expense for the six months ended May 31, 2021 was not impacted, on a net basis, by discrete tax items as discrete tax benefits and discrete tax expenses offset during the period.

Discrete tax items recognized during the six months ended May 31, 2021 consisted principally of the following:

(i) $ 11.4 million of deferred state tax expense directly related to our December 2020 acquisition of FONA, (ii) $ 4.9 million of tax benefits from the resolution of tax uncertainties in non-U.S.

jurisdictions, including the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations, (iii) $ 4.5 million of tax benefits associated with the release of a valuation allowance due to a change in judgment about realizability of deferred tax assets, and (iv) $ 1.9 million of excess tax benefits associated with share-based compensation.

Income taxes for the three months ended May 31, 2020 included $ 16.5 million of discrete tax benefits consisting principally of the following:

(i) $ 9.3 million of tax benefits associated with the release of a valuation allowance due to a change in judgment about realizability of deferred tax assets, (ii) $ 4.0 million of excess tax benefits associated with share-based compensation, and (iii) $ 3.2 million of tax benefits related to the reversal of unrecognized tax benefits and related interest associated with the expiration of a statute of limitations in a non-U.S.

jurisdiction.

Income taxes for the six months ended May 31, 2020 included $ 26.9 million of net discrete tax benefits consisting principally of the following:

(i) $ 9.9 million of tax benefits associated with an intra-entity asset transfer, (ii) $ 9.3 million of tax benefits associated with the release of a valuation allowance due to a change in judgment about realizability of deferred tax assets, (iii) $ 5.7 million of excess tax benefits associated with share-based compensation, (iv) $ 3.4 million of tax benefits related to the reversal of unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in non-U.S.

jurisdictions, and (v) $ 1.4 million of expense related to the revaluation of deferred tax liabilities resulting from enacted legislation in certain non-U.S.

jurisdictions.

Other than additions for current year tax positions and the reversal of unrecognized tax benefits and related interest noted above, there were no significant changes to unrecognized tax benefits during the six months ended May 31, 2021.

As of May 31, 2021, we believe the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to our consolidated financial statements.

Income tax expense for the three months ended August 31, 2021 included $ 22.9 million of net discrete tax benefits consisting principally of the following:

(i) $ 13.3 million of tax benefits due to the partial release of certain reserves for an unrecognized tax benefit and related interest in a non-U.S.

jurisdiction based on a change in our assessment of the technical merits of that position associated with the availability of new information, (ii) $ 4.3 million of tax benefits from the resolution of other tax uncertainties, including the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations, (iii) $ 2.4 million of tax benefits related to the revaluation of deferred taxes resulting from enacted legislation, (iv) $ 1.1 million of tax benefits resulting from an adjustment to a prior year tax accrual based on the final return filed, and (v) $ 1.0 million of tax benefits resulting from a refinement of deferred state taxes directly related to our December 2020 acquisition of FONA.

Income tax expense for the nine months ended August 31, 2021 included $ 22.9 million of net discrete tax benefits consisting primarily of the following:

(i) $ 13.3 million of tax benefits due to the partial release of certain reserves for an unrecognized tax benefit and related interest in a non-U.S.

jurisdiction based on a change in our assessment of the technical merits of that position associated with the availability of new information, (ii) $ 9.2 million of tax benefits from the resolution of other tax uncertainties, including the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations, (iii) $ 10.4 million of deferred state tax expense directly related to our December 2020 acquisition of FONA, (iv) $ 4.5 million of tax benefits associated with the release of a valuation allowance due to a change in judgment about realizability of deferred tax assets, (v) $ 2.2 million of excess tax benefits associated with share-based compensation, (vi) $ 2.5 million of tax benefits related to the revaluation of deferred taxes resulting from enacted legislation, and (vii) $ 1.1 million of tax benefits resulting from an adjustment to a prior year tax accrual based on the final return filed.

Income taxes for the three months ended August 31, 2020 included $ 13.2 million of discrete tax benefits consisting principally of the following:

(i) $ 7.3 million of excess tax benefits associated with share-based compensation, (ii) $ 2.1 million of tax benefits related to the reversal of unrecognized tax benefits and related interest associated with the expiration of statutes of limitations, (iii) $ 2.0 million for an adjustment to a prior year tax accrual based on the final return filed, and (iv) $ 1.1 million related to the revaluation of deferred taxes resulting from enacted legislation.

Income taxes for the nine months ended August 31, 2020 included $ 40.1 million of discrete tax benefits consisting principally of the following:

(i) $ 13.0 million of excess tax benefits associated with share-based compensation, (ii) $ 9.9 million of tax benefits associated with an intra-entity asset transfer that occurred during the first quarter, (iii) $ 9.3 million of tax benefits associated with the release of a valuation allowance due to a change in judgment about realizability of deferred tax assets, (iv) $ 5.5 million of tax benefits related to the reversal of unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in various jurisdictions, and (v) $ 2.0 million for an adjustment to a prior year tax accrual based on the final return filed.

As of August 31, 2021, we believe the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to our consolidated financial statements.

CAPITAL STOCK AND EARNINGS PER SHARE

On April 5, 2021, following approval by the Company’s shareholders on March 31, 2021, amendments to the Company’s Charter became effective that increase the number of authorized shares of each class of common stock from 320,000,000 to 640,000,000 and establish the par value of each class of common stock at $ 0.01 per share.

On April 5, 2021, following approval by the Company’s shareholders on March 31, 2021, amendments to the Company’s Charter became effective that increased the number of authorized shares of each class of common stock from 320,000,000 to 640,000,000 and established the par value of each class of common stock at $ 0.01 per share.

The par value and additional paid in capital associated with each class of common stock is recorded in Common stock and Common stock non-voting in our consolidated balance sheet.

The following table sets forth the reconciliation of average shares outstanding (in millions):

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

4 unchanged sentences

The following table sets forth the stock options and RSUs that were not considered in our earnings per share calculation since they were anti-dilutive (in millions):

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

1 unchanged sentence

The following table sets forth the common stock activity (in millions):

Three months ended May 31, Six months ended May 31,

Three months ended August 31, Nine months ended August 31,

2021 2020 2021 2020

Shares issued under stock options, RSUs, LTPP and employee stock purchase plans 0.1 0.7 0.6 1.7

Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, LTPP and employee stock purchase programs — 0.1 0.1 0.3

As of May 31, 2021, $ 584.3 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.

Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, LTPP and employee stock purchase plans 0.1 0.4 0.2 0.7

As of August 31, 2021, $ 581.4 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, where applicable (in millions):

May 31, 2021 November 30, 2020

The following table sets forth the components of accumulated other comprehensive loss, net of tax, where applicable (in millions):

August 31, 2021 November 30, 2020

Foreign currency translation adjustment (1)

$ ( 147.0 ) $ ( 174.0 )

Unrealized loss on foreign currency exchange contracts ( 0.4 ) ( 0.4 )

Unrealized gain (loss) on foreign currency exchange contracts 1.9 ( 0.4 )

Unamortized value of settled interest rate swaps ( 0.2 ) ( 0.1 )

1 unchanged sentence

Accumulated other comprehensive loss $ ( 435.6 ) $ ( 470.8 )

(1) During the six months ended May 31, 2021, the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by $ 107.4 million, including the impact of a $ 3.5 million increase associated with net investment hedges.

(1) During the nine months ended August 31, 2021, the foreign currency translation adjustment of Accumulated other comprehensive loss decreased on a net basis by $ 27.0 million, including the impact of a $ 4.9 million decrease associated with net investment hedges.

These net investment hedges are more fully described in note 5.

The following table sets forth the amounts reclassified from Accumulated other comprehensive income (loss) and into consolidated net income (in millions):

Three months ended Six months ended Affected Line Items in the Condensed Consolidated Income Statement

Accumulated Other Comprehensive Income (Loss) Components May 31, 2021 May 31, 2020 May 31, 2021 May 31, 2020

Three months ended Nine months ended Affected Line Items in the Condensed Consolidated Income Statement

Accumulated other comprehensive income (loss) components August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020

(Gains)/losses on cash flow hedges:

2 unchanged sentences

Total before tax 0.1 ( 1.3 ) 0.2 ( 1.6 )

Tax effect ( 0.1 ) — — 0.1 Income taxes

Tax effect — 0.3 — 0.4 Income tax expense

Net, after tax $ 0.1 $ ( 1.0 ) $ 0.2 $ ( 1.2 )

5 unchanged sentences

Total before tax 3.6 2.3 10.7 5.5

Tax effect ( 0.9 ) ( 0.4 ) ( 1.7 ) ( 0.7 ) Income taxes

Tax effect ( 0.8 ) ( 0.6 ) ( 2.5 ) ( 1.3 ) Income tax expense

Net, after tax $ 2.8 $ 1.7 $ 8.2 $ 4.2

19 unchanged sentences

(in millions)

Three months ended May 31, 2021

Three months ended August 31, 2021

Net sales $ 921.9 $ 627.5 $ 1,549.4

1 unchanged sentence

Income from unconsolidated operations 6.7 2.4 9.1

Three months ended May 31, 2020

Three months ended August 31, 2020

Net sales $ 910.9 $ 519.4 $ 1,430.3

1 unchanged sentence

Income from unconsolidated operations 8.5 1.1 9.6

Six months ended May 31, 2021

Nine months ended August 31, 2021

Net sales $ 2,813.9 $ 1,773.7 $ 4,587.6

1 unchanged sentence

Income from unconsolidated operations 39.7 6.1 45.8

Six months ended May 31, 2020

Nine months ended August 31, 2020

Net sales $ 2,573.0 $ 1,470.4 $ 4,043.4

3 unchanged sentences

Consumer Flavor Solutions Total

Three months ended May 31, 2021

Three months ended August 31, 2021

Operating income excluding special charges and transaction and integration expenses $ 187.8 $ 84.5 $ 272.3

2 unchanged sentences

Operating income $ 184.1 $ 81.1 $ 265.2

Three months ended May 31, 2020

Three months ended August 31, 2020

Operating income excluding special charges $ 209.0 $ 64.1 $ 273.1

1 unchanged sentence

Operating income $ 209.0 $ 64.0 $ 273.0

Six months ended May 31, 2021

Nine months ended August 31, 2021

Operating income excluding special charges and transaction and integration expenses $ 554.5 $ 238.3 $ 792.8

3 unchanged sentences

Operating income $ 529.9 $ 209.0 $ 738.9

Six months ended May 31, 2020

Nine months ended August 31, 2020

Operating income excluding special charges $ 560.2 $ 168.4 $ 728.6

1 unchanged sentence

Operating income $ 557.1 $ 167.5 $ 724.6

The following table sets forth our net sales, by geographic area, for the three and six months ended May 31, 2021 and 2020 (in millions):

The following table sets forth our net sales, by geographic area, for the three and nine months ended August 31, 2021 and 2020 (in millions):

Americas EMEA Asia/Pacific Total

Three months ended May 31, 2021 $ 1,081.4 $ 304.9 $ 170.4 $ 1,556.7

Three months ended May 31, 2020 1,025.4 243.7 132.0 1,401.1

Six months ended May 31, 2021 2,046.2 607.3 384.7 3,038.2

Six months ended May 31, 2020 1,845.0 494.0 274.1 2,613.1

SUBSEQUENT EVENT

In June 2021, we entered into a five -year $ 1.5 billion revolving credit facility, which will expire in June 2026.

The current pricing for the credit facility, on a fully drawn basis, is LIBOR plus 1.25 %.

The pricing of the credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to LIBOR plus 1.75 %.

The provisions of this new revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio.

We do not expect that this covenant would limit our access to this revolving credit facility for the foreseeable future.

This facility replaced the following prior revolving credit facilities:

Three months ended August 31, 2021 $ 1,084.5 $ 283.4 $ 181.5 $ 1,549.4

Three months ended August 31, 2020 1,010.5 262.7 157.1 1,430.3

Nine months ended August 31, 2021 3,130.7 890.7 566.2 4,587.6

Nine months ended August 31, 2020 2,855.5 756.7 431.2 4,043.4

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements