3 unchanged sentences
(in millions except per share amounts)
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
23 unchanged sentences
(in millions)
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
52 unchanged sentences
(in millions)
−Removed: Six months ended May 31,
+Added: Nine months ended August 31,
Operating activities
4 unchanged sentences
Amortization of inventory fair value adjustments associated with acquisition 15.0 —
+Added: Asset impairments included in special charges 43.1 —
Deferred income tax benefit ( 21.8 ) ( 15.8 )
21 unchanged sentences
Dividends paid ( 387.0 ) ( 362.2 )
−Removed: Dividends paid to joint venture partner ( 8.4 ) —
+Added: Dividends paid to joint venture partners ( 20.8 ) —
Other financing activities 21.6 11.3
10 unchanged sentences
Non-Voting Shares Common Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interests Total Shareholders’ Equity
−Removed: Three months ended May 31, 2026
−Removed: Balance, February 28, 2026
+Added: Three months ended August 31, 2026
+Added: Balance, May 31, 2026
14.8 254.0 $ 2,314.1 $ 4,842.9 $ ( 161.4 ) $ 577.7 $ 7,573.3
7 unchanged sentences
Equal exchange ( 0.5 ) 0.5 — — — — —
−Removed: Balance, May 31, 2026
+Added: Balance, August 31, 2026
14.5 254.5 $ 2,329.8 $ 4,811.5 $ ( 138.0 ) $ 583.8 $ 7,587.1
−Removed: Six months ended May 31, 2026
+Added: Nine months ended August 31, 2026
Balance, November 30, 2025
9 unchanged sentences
Equal exchange ( 1.0 ) 1.0 — — — — —
−Removed: Balance, May 31, 2026
+Added: Balance, August 31, 2026
14.5 254.5 $ 2,329.8 $ 4,811.5 $ ( 138.0 ) $ 583.8 $ 7,587.1
1 unchanged sentence
Non-Voting Shares Common Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interests Total Shareholders’ Equity
−Removed: Three months ended May 31, 2025
−Removed: Balance, February 28, 2025
+Added: Three months ended August 31, 2025
+Added: Balance, May 31, 2025
15.3 253.0 $ 2,263.6 $ 3,739.0 $ ( 401.2 ) $ 29.0 $ 5,630.4
1 unchanged sentence
Net income attributable to non-controlling interest — — — 2.2 2.2
−Removed: Other comprehensive income, net of tax — — 123.4 1.3 124.7
+Added: Other comprehensive income (loss), net of tax — — 40.1 ( 0.4 ) 39.7
Dividends — ( 120.7 ) — — ( 120.7 )
3 unchanged sentences
Equal exchange ( 0.2 ) 0.2 — — — — —
−Removed: Balance, May 31, 2025
+Added: Balance, August 31, 2025
15.1 253.2 $ 2,272.0 $ 3,841.9 $ ( 361.1 ) $ 30.8 $ 5,783.6
−Removed: Six months ended May 31, 2025
+Added: Nine months ended August 31, 2025
Balance, November 30, 2024
1 unchanged sentence
Net income attributable to McCormick & Company — 562.8 — — 562.8
−Removed: Net income attributable to non-controlling interests — — — 2.1 2.1
+Added: Net income attributable to non-controlling interest — — — 4.3 4.3
Other comprehensive income, net of tax — — 130.1 0.7 130.8
4 unchanged sentences
Equal exchange ( 0.8 ) 0.8 — — — — —
−Removed: Balance, May 31, 2025
+Added: Balance, August 31, 2025
15.1 253.2 $ 2,272.0 $ 3,841.9 $ ( 361.1 ) $ 30.8 $ 5,783.6
9 unchanged sentences
Amounts from prior periods previously included in Income from unconsolidated operations are reflected in Net income attributable to noncontrolling interests.
−Removed: The results of consolidated operations for the six-month period ended May 31, 2026 are not necessarily indicative of the results to be expected for the full year.
+Added: The results of consolidated operations for the nine-month period ended August 31, 2026 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 of the fiscal year.
6 unchanged sentences
Under the SCF program, qualifying suppliers may elect to sell their receivables from us to an SCF Bank, enabling participating suppliers to negotiate their receivables sales arrangements directly with the respective SCF Bank.
−Removed: We are not party to those agreements and have no economic interest in a supplier’s decision to sell a receivable.
+Added: We are not a party to those agreements and have no economic interest in a supplier’s decision to sell a receivable.
All outstanding amounts related to suppliers participating in the SCF program are recorded within the line entitled Trade accounts payable in our condensed consolidated balance sheets, and the associated payments are included in operating activities within our consolidated statements of cash flows.
−Removed: As of May 31, 2026 and November 30, 2025, the amounts due to suppliers participating in the SCF program and included in Trade accounts payable were approximately $ 314.9 million and $ 332.1 million, respectively.
+Added: As of August 31, 2026 and November 30, 2025, the amounts due to suppliers participating in the SCF program and included in Trade accounts payable were approximately $ 447.7 million and $ 332.1 million, respectively.
On February 20, 2026, the U.S.
4 unchanged sentences
We submitted our refund request on April 28, 2026, for reimbursement in the amount of $ 30.8 million, reflecting the amount of IEEPA tariffs we determined were paid while such tariffs were in effect from February 2025 until February 2026.
−Removed: We believe it is probable that we will recover the IEEPA tariffs previously paid and recorded a receivable of $ 30.8 million under the loss recovery accounting model.
−Removed: During the three months ended May 31, 2026, we reduced cost of goods sold by $ 27.6 million, effectively reversing the IEEPA tariff expense previously recognized in connection with inventory sold to customers since the tariffs were enacted in the first quarter of 2025, and reduced the carrying value of inventory by $ 3.2 million.
−Removed: Notwithstanding the foregoing, uncertainty remains regarding the ultimate outcome and timing of recovery of these refunds, and any anticipated refunds may be delayed, reduced, or denied.
−Removed: The CIT order has been appealed by the U.S government, and
−Removed: a successful appeal could delay, reduce or deny the funds described above.
−Removed: To the extent we are unable to recover tariffs previously paid, our results of operations, cash flows, and financial condition could be adversely affected.
+Added: During the second quarter of 2026, we determined that the refund was probable of recovery and we reduced cost of goods sold by $ 27.6 million, effectively reversing the IEEPA tariff expense previously recognized in connection with inventory sold to customers since the tariffs were enacted in the first quarter of 2025, and reduced the carrying value of inventory by $ 3.2 million.
+Added: As of August 31, 2026, we have received $ 29.2 million of IEEPA tariff refunds and have a receivable of $ 1.6 million for the remainder of the IEEPA tariffs previously paid, which we believe is probable of recovery.
We will continue to monitor U.S.
34 unchanged sentences
The total consideration for the additional ownership interest in McCormick de Mexico was allocated to the underlying assets and liabilities based upon their preliminary estimated fair values at the date of acquisition.
−Removed: We estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, and estimates made by management, which are subject to finalization.
−Removed: The following is a summary of the preliminary allocation as of May 31, 2026, of the total consideration which we expect to be finalized during the fiscal year ending November 30, 2026 (in millions):
+Added: We estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, and estimates made by management, which are
+Added: subject to finalization.
+Added: The following is a summary of the preliminary allocation as of August 31, 2026, of the total consideration which we expect to be finalized during the fiscal year ending November 30, 2026 (in millions):
Cash acquired $ 20.1
30 unchanged sentences
enterprise level discounted cash flow.
−Removed: During the second quarter, we recorded immaterial adjustments to provisional amounts recognized at the acquisition date.
+Added: No adjustments were made to the preliminary estimated fair values during the third quarter of 2026.
The Company transacts in the ordinary course of business with Grupo Herdez, a related party that owns a 25 % noncontrolling interest in McCormick de Mexico.
Contractual arrangements with Grupo Herdez include payments from McCormick de Mexico for (i) supervision and strategic management services based on a percentage of net sales of products registered under the McCormick brand and (ii) exclusive distribution services, including invoicing to customers, based on a percentage of net sales.
−Removed: For the three and six months ended May 31, 2026, McCormick de Mexico incurred expenses of $ 34.1 million and $ 66.8 million, respectively, related to transactions with Grupo Herdez.
−Removed: As of May 31, 2026, accounts receivable included $ 115.7 million due from Grupo Herdez and accounts payable included $ 15.4 million due to Grupo Herdez.
−Removed: For the three and six months ended May 31, 2026, we paid a dividend to Grupo Herdez in the amount of $ 8.4 million.
−Removed: For the three and six months ended May 31, 2026, McCormick de Mexico added $ 204.8 million and $ 403.7 million, respectively, to our net sales.
+Added: For the three and nine months ended August 31, 2026, McCormick de Mexico incurred expenses of $ 41.7 million and $ 108.5 million, respectively, related to transactions with Grupo Herdez.
+Added: As of August 31, 2026, accounts receivable included $ 192.5 million due from Grupo Herdez and accounts payable included $ 32.1 million due to Grupo Herdez.
+Added: For the three and nine months ended August 31, 2026, we paid total dividends to Grupo Herdez in the amounts of $ 11.3 million and $ 19.7 million, respectively.
+Added: For the three and nine months ended August 31, 2026, McCormick de Mexico added $ 251.7 million and $ 655.4 million, respectively, to our net sales.
Supplemental Pro Forma Information
The following table presents unaudited supplemental pro forma consolidated net sales as if the McCormick de Mexico acquisition had occurred on December 1, 2024.
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
1 unchanged sentence
The unaudited supplemental pro forma consolidated net sales gives effect to actual revenues prior to the McCormick de Mexico acquisition, adjusted to exclude the elimination of intercompany transactions.
−Removed: Other than the impact of the gain on remeasurement of previously held equity interest and transaction and integration costs (as discussed above), supplemental pro forma net earnings, assuming the McCormick de Mexico acquisition had occurred on December 1, 2024, would not be materially different from the results reported during the three and six months ended May 31, 2025 and 2026.
+Added: Other than the impact of the gain on remeasurement of previously held equity interest and transaction and integration costs (as discussed above), supplemental pro forma net earnings, assuming the McCormick de Mexico acquisition had occurred on December 1, 2024, would not be materially different from the results reported during the three and nine months ended August 31, 2025 and 2026.
The unaudited pro forma information has been prepared for comparative purposes only, in accordance with the acquisition method of accounting, and is not necessarily indicative of the results of operations that would have occurred if the McCormick de Mexico acquisition had been completed on the date indicated, nor is it indicative of our future operating results.
On March 31, 2025, we purchased substantially all of the assets of Jurado, Inc.
−Removed: (Jurado), supplier of chili mash located in Las Cruces, New Mexico.
+Added: (Jurado), a supplier of chili mash located in Las Cruces, New Mexico.
The purchase price for Jurado was $ 38.1 million and the determination of the fair value of the acquired Jurado assets was finalized during 2025.
2 unchanged sentences
On March 31, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Unilever PLC (“Unilever”) to combine with the Unilever Foods business (“Unilever Foods”), a transaction that will create a global flavor leader in attractive and high-growth categories.
−Removed: To facilitate the transaction, Unilever is expected to separate its Unilever Foods business, excluding its foods businesses in India, Nepal and Portugal, as well as its Lifestyle & Nutrition business, Buavita business and Lipton Ready-to-Drink business.
+Added: To facilitate the transaction, Unilever is expected to separate its Unilever Foods business, excluding its foods businesses in India, Nepal and Portugal, its Lifestyle & Nutrition business, its Buavita business, its Lipton Ready-to-Drink business and certain other businesses.
Under the terms of the Merger Agreement, we will issue voting and non-voting securities to Unilever shareholders and Unilever in the same proportion as is currently held by our shareholders.
2 unchanged sentences
The distribution of shares of Unilever Foods to Unilever’s shareholders and the pending transaction, taken together, are intended to qualify as a Reverse Morris Trust transaction that is generally tax-free to Unilever’s shareholders for U.S.
−Removed: federal income tax purposes, except to the extent that cash is paid to Unilever’s shareholders in lieu of fractional shares or Unilever elects to sell all or substantially all of the Unilever Foods assets operated in the United States to
−Removed: McCormick or a subsidiary of McCormick in a transaction that is taxable for U.S.
+Added: federal income tax purposes, except to the extent that cash is paid to Unilever’s shareholders in lieu of fractional shares or Unilever elects to sell all or substantially all of the Unilever Foods assets operated in the United States to McCormick or a subsidiary of McCormick in a transaction that is taxable for U.S.
federal income tax purposes (the "U.S.
Asset Sale Election").
−Removed: The pending transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of our shareholders' approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, obtaining certain other consents, authorizations, orders or approvals from governmental authorities, including certain other antitrust and any foreign investment approvals, and the effectiveness of a registration statement on Form S-4 to be filed by us.
+Added: The pending transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of our shareholders' approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, obtaining certain other consents, authorizations, orders or approvals from governmental authorities, including certain other antitrust and any foreign investment approvals, and the effectiveness of a registration statement on Form S-4 to be filed by us.
We and Unilever each have termination rights under the Merger Agreement.
−Removed: A termination fee of $ 420 million may be payable by us to Unilever, upon termination of the Merger Agreement under specified circumstances, each as more fully described in the Merger Agreement.
+Added: A termination fee of $ 420 million or transaction expense reimbursement up to $ 75 million may be payable by us to Unilever, upon termination of the Merger Agreement under specified circumstances, each as more fully described in the Merger Agreement.
In connection with the execution of the Merger Agreement, we entered into a commitment letter on March 31, 2026 (the "Bridge Commitment Letter") with Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., (the "Commitment Parties") pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, a 364-day senior unsecured bridge term loan credit facility (the "Bridge Facility") in an aggregate principal amount of up to $ 15.7 billion.
4 unchanged sentences
SPECIAL CHARGES
−Removed: 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):
−Removed: Three months ended May 31, Six months ended May 31,
+Added: The following is a summary of special charges, by income statement line item, recognized in the three and nine months ended August 31, 2026 and 2025 (in millions):
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
Transaction and integration expenses $ 95.3 $ 0.9 $ 160.8 $ 1.7
+Added: Asset impairment 43.1 — 43.1 —
Employee severance and related benefits 1.8 1.3 19.8 12.7
8 unchanged sentences
Expenses associated with any approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion.
−Removed: Included in special charges are transaction and integration costs incurred in conjunction with acquisitions.
+Added: Included in Special charges are transaction and integration costs incurred in conjunction with acquisitions and impairments of long-lived assets.
Transaction and Integration Expenses
−Removed: 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.
+Added: During the three and nine months ended August 31, 2026, we recorded $ 95.3 million and $ 160.8 million, respectively, 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.
−Removed: 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.
−Removed: 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:
+Added: Additional transaction costs of $ 12.4 million and $ 19.2 million for the three and nine months ended August 31, 2026, respectively, were recognized in Interest expense related to the amortization of debt financing fees associated with our pending merger with Unilever Foods.
+Added: The following transaction and integration expenses recorded in 2026 relate to the pending Merger Agreement with Unilever Foods (in millions) for the three and nine months ended August 31, 2026:
+Added: Three months ended Nine months ended
+Added: August 31, 2026 August 31, 2026
Transaction and integration expenses in Special charges $ 94.6 $ 152.0
1 unchanged sentence
Total special charges related to the pending Unilever transaction $ 107.0 $ 171.2
−Removed: 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.
+Added: During the three months ended August 31, 2026, we recorded $ 95.3 million of transaction and integration expenses including $ 94.6 million related to our pending merger with Unilever Foods, which is described above, and $ 0.7 million related to our acquisition of McCormick de Mexico that closed on January 2, 2026.
+Added: During the nine months ended August 31, 2026, we recorded $ 160.8 million of transaction and integration expenses including $ 152.0 million related to our pending merger with Unilever Foods which is described above and $ 8.8 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.
−Removed: 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.
−Removed: Employee Severance and Related Benefits
+Added: During the three months ended August 31, 2025, we recorded $ 0.9 million of transaction and integration costs related to the acquisition of Jurado, described in Note 2, which was primarily comprised of transaction costs.
+Added: During the nine months ended August 31, 2025, we recorded $ 1.7 million of transaction and integration costs related to the acquisition of Jurado, described in Note 2, which was primarily comprised of transaction costs.
+Added: Asset Impairment
+Added: In August 2026, we made the decision to cease operations at our development-stage pepper sourcing and agricultural technology project in Malaysia.
+Added: The long-term initiative was designed to advance our innovation agenda by applying technology-enabled sourcing practices to help reduce costs and strengthen supply resiliency.
+Added: However, recent changes in the macroeconomic and supply environment have resulted in less favorable project economics.
+Added: Our decision to exit this project reflects our disciplined capital allocation strategy and allows resources to be redirected toward higher priority opportunities that management believes will better support long-term value creation.
+Added: Our August 31, 2026 results reflect a non-cash impairment charge of approximately $ 43.1 million and exit costs of $ 1.8 million, which are reflected as Special charges.
+Added: Employee Severance and Related Benefits and Other Costs
We continue to evaluate changes to our organizational structure to reduce fixed costs, simplify or improve processes, and improve our competitiveness.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the three and nine months ended August 31, 2026, we recorded $ 1.8 million and $ 19.8 million, respectively, of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $ 1.3 million and $ 2.9 million, respectively, associated with other actions, including the exit costs incurred to cease operations at our development-stage pepper sourcing and agricultural technology project in Malaysia.
+Added: During the three and nine months ended August 31, 2025, we recorded $ 1.3 million and $ 12.7 million, respectively, of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $ 1.7 million and $ 2.3 million, respectively, associated with other actions.
+Added: As of August 31, 2026 and November 30, 2025, special charges of $ 6.1 million and $ 4.7 million, respectively, are included in Other accrued liabilities in our consolidated balance sheet.
FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS
8 unchanged sentences
The net proceeds received from the issuances of these notes of $ 497.1 million were used to repay a portion of the outstanding $ 500 million 0.90 % notes due in February 2026.
−Removed: In March 2026, we entered into the Bridge Commitment Letter in connection with the financing of the pending transaction with Unilever Foods, pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, the Bridge Facility an aggregate principal amount of up to $ 15.7 billion to fund the cash consideration required for the pending transaction.
−Removed: We paid $ 51.0 million of debt financing fees related to the transaction which were deferred in Other assets and are being amortized to Interest expense.
−Removed: We recognized $ 6.8 million of interest expense for the three and six months ended May 31, 2026.
+Added: In March 2026, we entered into the Bridge Commitment Letter in connection with the financing of the pending transaction with Unilever Foods, pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, the Bridge Facility in an aggregate principal amount of up to $ 15.7 billion to fund the cash consideration required for the pending transaction.
+Added: During the three and nine months ended August 31, 2026, we paid $ 24.0 million and $ 75.0 million, respectively, of debt financing fees related to the transaction which were deferred in Other assets and are being amortized to Interest expense through the expected term of the commitment.
+Added: We recognized $ 12.4 million and $ 19.2 million of interest expense for the three and nine months ended August 31, 2026, respectively.
Effective April 28, 2026, we terminated $ 2.0 billion of the commitments under the Bridge Facility and entered into a term loan agreement as described below, subject to customary closing conditions for similar facilities.
In April 2026, we entered into a term loan agreement (the "Term Loan Agreement") by and among us, the lenders party thereto and Citibank, N.A., as administrative agent (the "Administrative Agent").
−Removed: The Term Loan Agreement provides us with the ability to borrow up to $ 2.0 billion (the "Term Loan Facility") at the closing of the pending merger with Unilever Foods (the "Closing Date"), subject to satisfaction of customary closing conditions for similar facilities, for the purpose of financing a
−Removed: portion of the cash consideration to be paid in the pending transaction and paying related fees and expenses in connection therewith.
+Added: The Term Loan Agreement provides us with the ability to borrow up to $ 2.0 billion (the "Term Loan Facility") at the closing of the pending merger with Unilever Foods (the "Closing Date"), subject to satisfaction of customary closing conditions for similar facilities, for the purpose of financing a portion of the cash consideration to be paid in the pending transaction and paying related fees and expenses in connection therewith.
The Term Loan Facility may be funded on the Closing Date or, subject to compliance with certain conditions, on the preceding business day, and matures three years after the Closing Date.
1 unchanged sentence
The Term Loan Agreement contains a financial covenant requiring us to maintain a minimum interest coverage ratio as well as other non-financial covenants and certain customary events of default.
−Removed: As of May 31, 2026, we are in compliance with all debt covenants.
+Added: As of August 31, 2026, we are in compliance with all debt covenants.
Derivative Financial Instruments
6 unchanged sentences
We assess foreign currency risk based on transactional cash flows and translational volatility and may enter into forward contracts and currency swaps with highly-rated financial institutions to reduce fluctuations in the long or short currency positions.
−Removed: The following is a summary of the notional amounts of outstanding foreign currency exchange contracts as of May 31, 2026 and November 30, 2025 (in millions):
−Removed: May 31, 2026 November 30, 2025
+Added: The following is a summary of the notional amounts of outstanding foreign currency exchange contracts as of August 31, 2026 and November 30, 2025 (in millions):
+Added: August 31, 2026 November 30, 2025
Fair value hedges $ 689.6 $ 877.3
4 unchanged sentences
However, certain cash flow hedges are de-designated at the anticipated transaction date and subsequently marked-to-market through earnings until maturity.
−Removed: For the six months ended May 31, 2026, derivatives not designated as hedging instruments consisted primarily of foreign exchange contracts.
−Removed: Foreign exchange contracts not designated as hedging instruments resulted in a net gain of $ 3.3 million and $ 0.6 million in the three and six months ended May 31, 2026, respectively, recognized in Cost of goods sold, reflecting the effect of exchange rate movements associated with purchases denominated in U.S.
+Added: For the nine months ended August 31, 2026, derivatives not designated as hedging instruments consisted primarily of foreign exchange contracts.
+Added: Foreign exchange contracts not designated as hedging instruments resulted in a net gain of $ 0.8 million and $ 1.4 million in the three and nine months ended August 31, 2026, respectively, recognized in Cost of goods sold, reflecting the effect of exchange rate movements associated with purchases denominated in U.S.
The fair value and cash flow hedges were designated as hedges of foreign currency denominated assets or liabilities or hedges of anticipated purchases denominated in a foreign currency.
1 unchanged sentence
All foreign currency exchange contracts generally have durations of less than 18 months.
−Removed: At May 31, 2026, $ 205.7 million of notional contracts had an initial duration of less than one month and are used to hedge short-term cash flow funding.
+Added: At August 31, 2026, $ 227.2 million of notional contracts had an initial duration of less than one month and are used to hedge short-term cash flow funding.
Contracts which are designated as hedges of foreign currency denominated assets are accounted for as fair value hedges.
24 unchanged sentences
location Notional
−Removed: As of May 31, 2026
+Added: As of August 31, 2026
Derivatives designated as hedging instruments
20 unchanged sentences
Total $ 15.0 $ 39.6
−Removed: The following tables disclose the impact of derivative instruments on our other comprehensive income (OCI), accumulated other comprehensive income (AOCI), and our consolidated income statement for the three and six months ended May 31, 2026 and 2025 (in millions):
+Added: The following tables disclose the impact of derivative instruments on our other comprehensive income (OCI), accumulated other comprehensive income (AOCI), and our consolidated income statement for the three and nine months ended August 31, 2026 and 2025 (in millions):
Fair Value Hedges
1 unchanged sentence
location Expense
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
2 unchanged sentences
Derivative 2026 2025 Hedged item 2026 2025
−Removed: Three months ended May 31,
+Added: Three months ended August 31,
Foreign exchange contracts Other income, net $ ( 2.3 ) $ 1.3 Intercompany loans Other income, net $ 0.4 $ ( 0.5 )
−Removed: Six months ended May 31,
+Added: Nine months ended August 31,
Foreign exchange contracts Other income, net $ 2.6 $ ( 16.6 ) Intercompany loans Other income, net $ ( 6.3 ) $ 16.6
4 unchanged sentences
Derivative 2026 2025 2026 2025
−Removed: Three months ended May 31,
+Added: Three months ended August 31,
Interest rate contracts $ — $ — Interest expense $ ( 0.1 ) $ ( 0.1 )
2 unchanged sentences
Total $ ( 2.6 ) $ ( 0.6 ) $ ( 7.2 ) $ ( 0.8 )
−Removed: Six months ended May 31,
+Added: Nine months ended August 31,
Interest rate contracts $ — $ — Interest expense $ ( 0.3 ) $ ( 0.4 )
2 unchanged sentences
Total $ 61.7 $ ( 3.6 ) $ ( 13.5 ) $ ( 0.5 )
−Removed: As of May 31, 2026, the net amount of Accumulated other comprehensive loss associated with all cash flow, settled interest rate cash flow hedge derivatives, and commodity contracts expected to be reclassified in the next 12 months is a $ 48.6 million increase to earnings.
+Added: As of August 31, 2026, the net amount of Accumulated other comprehensive loss associated with all cash flow, settled interest rate cash flow hedge derivatives, and commodity contracts expected to be reclassified in the next 12 months is a $ 49.3 million decrease to earnings.
Net Investment Hedges
2 unchanged sentences
Derivative 2026 2025 2026 2025
−Removed: Three months ended May 31,
+Added: Three months ended August 31,
Cross currency contracts $ 2.3 $ ( 15.5 ) Interest expense $ 1.9 $ 2.7
−Removed: Six months ended May 31,
+Added: Nine months ended August 31,
Cross currency contracts $ ( 0.9 ) $ ( 51.6 ) Interest expense $ 5.9 7.5
7 unchanged sentences
The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statement of cash flows.
−Removed: Under the terms of the arrangement, we act as the collecting agent on behalf of the financial institution for sold receivables of $ 406.1 million and $ 430.0 million as of May 31, 2026 and November 30, 2025, respectively.
−Removed: As collecting agent, we had $ 36.1 million and $ 45.4 million of cash collected that was not yet remitted to the third-party financial institution as of May 31, 2026 and November 30, 2025, respectively.
+Added: Under the terms of the arrangement, we act as the collecting agent on behalf of the financial institution for sold receivables of $ 432.7 million and $ 430.0 million as of August 31, 2026 and November 30, 2025, respectively.
+Added: As collecting agent, we had $ 67.1 million and $ 45.4 million of cash collected that was not yet remitted to the third-party financial institution as of August 31, 2026 and November 30, 2025, respectively.
This obligation is reported within Other accrued liabilities on the consolidated balance sheet and within cash flows from financing activities on the consolidated cash flow statement.
−Removed: For the three and six months ended May 31, 2026, the incremental costs of the receivable sale program totaled $ 4.7 million and $ 8.9 million, respectively, and were recognized as a reduction of Net sales.
−Removed: For the three and six months ended May 31, 2025, the incremental costs of the receivable sale program totaled $ 4.1 million and $ 8.0 million, respectively.
−Removed: FAIR VALUE MEASUREMENTS
+Added: For the three and nine months ended August 31, 2026, the incremental costs of the receivable sale program totaled $ 4.9 million and $ 13.8 million, respectively, and were recognized as a reduction of Net sales.
+Added: For the three and nine months ended August 31, 2025, the incremental costs of the receivable sale program totaled $ 4.3 million and $ 12.3 million, respectively.
+Added: In August 2026, we amended the synthetic lease arrangement associated with our largest distribution facility in the U.S.
+Added: mid-Atlantic region.
+Added: The amendment extended the contractual expiration date from November 2027 to August 2031, revised the payment structure, and modified our residual value guarantee to $ 297.9 million.
+Added: Given the change in the residual value guarantee, we reclassified the modified lease from an operating lease to a finance lease.
+Added: We accounted for the amendment as a modification of the existing lease and remeasured the lease liability using an updated incremental borrowing rate.
+Added: We do not believe it is probable that amounts will be owed under the guarantee.
+Added: Therefore, no amounts related to the residual value guarantee are included in the lease payments used to measure the right-of-use assets and lease liabilities.
+Added: As of August 31, 2026, the finance lease right of use asset was $ 72.6 million recorded in Property, plant and equipment, net and the recognized finance lease liability was $ 73.1 million, of which $ 13.1 million was included in Current portion of long-term debt and $ 60.0 million was included in Long-term debt on our condensed consolidated balance sheet.
+Added: As of November 30, 2025, when classified as an operating lease, the total right of use asset associated with this facility was $ 34.5 million recorded in Other long-term assets with a related lease obligation of $ 35.6 million, of which $ 17.5 million was included in Other accrued liabilities and $ 18.1 million was included in Other long-term liabilities.
+Added: The lease amendment was signed at the end of the third quarter and the reclassification to a finance lease generated noncash investing and financing activities for the amounts described above.
+Added: There was no cash exchanged in connection with the amendment.
+Added: FAIR VALUE MEASUREMENT
Fair value can be measured using valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).
5 unchanged sentences
Unobservable inputs that reflect management's own assumptions.
−Removed: At May 31, 2026 and November 30, 2025, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.
+Added: At August 31, 2026 and November 30, 2025, 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):
+Added: August 31, 2026
Fair Value Level 1 Level 2
23 unchanged sentences
Total $ 39.6 $ — $ 39.6
−Removed: At May 31, 2026 and November 30, 2025, the carrying amounts of cash and cash equivalents, interest rate derivatives, foreign currency derivatives, cross currency contracts, commodity contracts, insurance contracts, and bonds and money market fund investments were equal to their respective fair values.
+Added: At August 31, 2026 and November 30, 2025, the carrying amounts of cash and cash equivalents, interest rate derivatives, foreign currency derivatives, cross currency contracts, commodity contracts, insurance contracts, and bonds and money market fund investments were equal to their respective fair values.
Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, trade accounts receivables, short-term borrowings, and trade accounts payable approximate fair value.
2 unchanged sentences
employee benefit plans and are stated at fair value on the balance sheet.
−Removed: The fair values of insurance contracts and bonds and money market fund investments 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.
+Added: The fair values of insurance contracts and bonds and money market fund investments are based upon the underlying values of the securities in which they
+Added: are invested and are from quoted market prices from various stock and bond exchanges for similar type assets.
The fair values for interest rate derivatives, foreign currency derivatives, cross currency contracts, and commodity 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):
−Removed: May 31, 2026 November 30, 2025
+Added: August 31, 2026 November 30, 2025
Carrying amount $ 3,678.0 $ 3,614.9
13 unchanged sentences
Although our defined benefit plans in the U.S., United Kingdom (UK), and Canada have generally 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.
−Removed: The following table presents the components of our pension (income) and other postretirement benefits expense for the three and six months ended May 31, 2026 and 2025 (in millions):
+Added: The following table presents the components of our pension expense (income) and other postretirement benefits expense for the three and nine months ended August 31, 2026 and 2025 (in millions):
United States pension International pension Other postretirement benefits
2026 2025 2026 2025 2026 2025
−Removed: Three months ended May 31,
+Added: Three months ended August 31,
Service cost $ 0.4 $ 0.4 $ 0.2 $ 0.2 $ 0.2 $ 0.2
4 unchanged sentences
Total expense (income) $ 0.4 $ 0.4 $ ( 0.9 ) $ ( 0.9 ) $ 0.2 $ 0.1
−Removed: Six months ended May 31,
+Added: Nine months ended August 31,
Service cost $ 1.1 $ 1.2 $ 0.5 $ 0.5 $ 0.6 $ 0.6
4 unchanged sentences
Total expense (income) $ 1.2 $ 1.2 $ ( 2.7 ) $ ( 2.6 ) $ 0.4 $ 0.2
−Removed: During the six months ended May 31, 2026 and 2025, we contributed $ 4.0 million and $ 3.7 million, respectively, to our pension plans.
+Added: During the nine months ended August 31, 2026 and 2025, we contributed $ 6.1 million and $ 7.2 million, respectively, to our pension plans.
Total contributions to our pension plans in fiscal year 2025 were $ 9.2 million.
−Removed: All of the amounts in the tables above for pension (income) and other postretirement benefits expense, other than service cost, were included in Other income, net within our consolidated income statements.
−Removed: The net aggregate amount of pension and other postretirement benefits income, excluding service cost components, was $( 1.0 ) million and $( 1.1 ) million for the three months
−Removed: ended May 31, 2026 and 2025, respectively, and $( 2.2 ) million and $( 2.3 ) million for the six months ended May 31, 2026 and 2025, respectively.
+Added: All of the amounts in the tables above for pension expense (income) and other postretirement benefits expense, other than service cost, were included in Other income, net within our consolidated income statements.
+Added: The net aggregate amount of
+Added: pension and other postretirement benefits income, excluding service cost components, was $( 1.1 ) million and $( 1.2 ) million for the three months ended August 31, 2026 and 2025, respectively, and $( 3.3 ) million and $( 3.5 ) million for the nine months ended August 31, 2026 and 2025, 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):
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
1 unchanged sentence
Our 2026 annual grant consisted of RSUs and stock awarded under our LTPP and occurred in the first quarter, similar to the 2025 annual grant.
−Removed: Substantially all the RSUs granted in 2026 and 2025 vest ratably over a three-year period or, if earlier, upon the holder’s retirement eligibility date.
+Added: Substantially all of the RSUs granted in 2026 and 2025 vest ratably over a three-year period or, if earlier, upon the holder’s retirement eligibility date.
Stock awarded under our LTPP vest ratably over a three-year period.
−Removed: The following is a summary of our stock option activity for the six months ended May 31, 2026 and 2025:
+Added: The following is a summary of our stock option activity for the nine months ended August 31, 2026 and 2025:
(shares in millions) Number
6 unchanged sentences
Exercisable at end of the period 4.7 $ 76.28 4.8 $ 73.02
−Removed: As of May 31, 2026, there is no intrinsic value (the difference between the exercise price and the market price) for options outstanding and options currently exercisable.
−Removed: The total intrinsic value of all options exercised during the six months ended May 31, 2026 and May 31, 2025 was $ 4.7 million and $ 8.2 million, respectively.
−Removed: The following is a summary of our RSU activity for the six months ended May 31, 2026 and 2025:
+Added: As of August 31, 2026, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $ 2.2 million and for options currently exercisable was $ 2.2 million.
+Added: The total intrinsic value of all options exercised during the nine months ended August 31, 2026 and August 31, 2025 was $ 5.5 million and $ 9.2 million, respectively.
+Added: The following is a summary of our RSU activity for the nine months ended August 31, 2026 and 2025:
(shares in thousands) Number
7 unchanged sentences
Outstanding at end of period 1,055 $ 66.04 774 $ 73.27
−Removed: The following is a summary of our LTPP activity for the six months ended May 31, 2026 and 2025:
+Added: The following is a summary of our LTPP activity for the nine months ended August 31, 2026 and 2025:
(shares in thousands) Number
7 unchanged sentences
Outstanding at end of period 560 $ 72.01 472 $ 79.98
−Removed: Income tax expense for the three and six months ended May 31, 2026 included $ 7.6 million of net discrete tax benefits consisting principally of the following:
−Removed: (i) $ 4.2 million of tax benefit associated with the reversal of a deferred tax liability related to the reassessment of a permanent reinvestment assertion, (ii) $ 3.0 million of tax benefit associated with the adjustment of a valuation allowance, and (iii) $ 1.2 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.
−Removed: jurisdiction.
−Removed: Income tax expense for the three months ended May 31, 2025 included $ 2.4 million of net discrete tax benefits consisting principally of a $ 1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.
−Removed: jurisdiction and $ 0.9 million of excess tax benefits associated with stock compensation.
−Removed: Income tax expense for the six months ended May 31, 2025 included $ 7.6 million of net discrete tax benefits consisting principally of the following:
−Removed: (i) $ 5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation, (ii) $ 1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.
−Removed: jurisdiction, and (iii) $ 1.2 million of excess tax benefits associated with stock compensation.
−Removed: Other than additions for current year tax positions and the discrete tax benefit associated with unrecognized tax benefits, as previously described, there were no significant changes to unrecognized tax benefits during the six months ended May 31, 2026.
−Removed: As of May 31, 2026, 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.
+Added: Income tax expense for the three months ended August 31, 2026 included approximately $ 9.0 million of net discrete tax benefits consisting principally of the following:
+Added: (i) $ 5.6 million of tax benefits resulting from an adjustment to a prior year tax accrual, and related deferred taxes, based on the final return filed, (ii) $ 2.3 million of net tax benefits from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations, and (iii) $ 1.4 million of tax benefits resulting from state tax matters, and related deferred taxes.
+Added: Income tax expense for the nine months ended August 31, 2026 included $ 16.4 million of net discrete tax benefits consisting principally of the following:
+Added: (i) $ 5.6 million of tax benefits resulting from an adjustment to a prior year tax accrual, and related deferred taxes, based on the final return filed, (ii) $ 4.2 million of tax benefit associated with the reversal of a deferred tax liability related to the reassessment of a permanent reinvestment assertion, (iii) $ 3.4 million of net tax benefits from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations, (iv) $ 3.0 million of tax benefit associated with the adjustment of a valuation allowance, and (v) $ 1.4 million of tax benefits resulting from state tax matters, and related deferred taxes.
+Added: Income tax expense for the three months ended August 31, 2025 included approximately $ 20.0 million of net discrete tax benefits consisting principally of the following:
+Added: (i) $ 8.7 million of tax benefits from the reversal of certain reserves for unrecognized tax benefits and related interest, including $ 4.4 million associated with the expiration of statutes of limitations, (ii) $ 8.1 million of tax benefits resulting from state tax matters, and related deferred taxes, and (iii) $ 3.5 million of tax benefits resulting from an adjustment to a prior year tax accrual, and related deferred taxes, based on the final return filed.
+Added: Income tax expense for the nine months ended August 31, 2025 included approximately $ 27.6 million of net discrete tax benefits consisting principally of the following:
+Added: (i) $ 10.2 million of tax benefits from the reversal of certain reserves for unrecognized tax benefits and related interest, including $ 5.9 million associated with the expiration of statutes of limitations, (ii) $ 8.0 million of tax benefits resulting from state tax matters, and related deferred taxes, (iii) a $ 5.0 million tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation, (iv) $ 3.5 million of tax benefits resulting from an adjustment to a prior year tax accrual, and related deferred taxes, based on the final return filed, and (v) $ 1.0 million of excess tax benefits associated with stock compensation.
+Added: Other than additions for current year tax positions and the discrete tax benefit associated with unrecognized tax benefits, as previously described, there were no significant changes to unrecognized tax benefits during the nine months ended August 31, 2026.
+Added: As of August 31, 2026, 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
The following table sets forth the reconciliation of average shares outstanding (in millions):
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
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):
−Removed: Three months ended May 31, Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
1 unchanged sentence
The following table sets forth common stock activity (in millions):
−Removed: Three months ended May 31,
−Removed: Six months ended May 31,
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
1 unchanged sentence
Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, and LTPP — 0.1 0.4 0.6
−Removed: As of May 31, 2026, $ 403 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.
+Added: As of August 31, 2026, $ 403 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.
ACCUMULATED OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO McCORMICK
The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, where applicable (in millions):
−Removed: May 31, 2026 November 30, 2025
+Added: August 31, 2026 November 30, 2025
Foreign currency translation adjustment (1)
4 unchanged sentences
Accumulated other comprehensive loss attributable to McCormick $ ( 138.0 ) $ ( 363.1 )
−Removed: (1) During the six months ended May 31, 2026, the foreign currency translation adjustment of Accumulated other comprehensive loss decreased on a net basis by $ 169.2 million, inclusive of $ 3.2 million of unrealized losses associated with net investment hedges and $ 40.6 million of foreign currency translation loss associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from Accumulated other comprehensive loss as more fully described in Note 2.
+Added: (1) During the nine months ended August 31, 2026, the foreign currency translation adjustment of Accumulated other comprehensive loss decreased on a net basis by $ 198.6 million, inclusive of $ 0.9 million of unrealized losses associated with net investment hedges, $ 2.3 million of foreign currency translation gain associated with the exit of our development-stage pepper sourcing and agricultural technology project, and $ 40.6 million of foreign currency translation loss associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from Accumulated other comprehensive loss as more fully described in Note 2.
Net investment hedges are more fully described in Note 4.
−Removed: (2) During the six months ended May 31, 2026, the unrealized net gain on cash flow hedges increased on a net basis by $ 33.8 million, inclusive of $ 4.2 million unrealized net loss on cash flow hedges associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from Accumulated other comprehensive loss as more fully described in Note 2.
+Added: (2) During the nine months ended August 31, 2026, cash flow hedges generated unrealized gains and increased on a net basis by $ 28.1 million, inclusive of $ 4.2 million unrealized net loss on cash flow hedges associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from Accumulated other comprehensive loss as more fully described in Note 2.
Cash flow hedges are more fully described in Note 4.
The following table sets forth the amounts reclassified from accumulated other comprehensive income (loss) and into consolidated net income (in millions):
−Removed: Three months ended May 31, Six months ended May 31, Affected Line Items in the Condensed Consolidated Income Statement
+Added: Three months ended August 31, Nine months ended August 31, Affected Line Items in the Condensed Consolidated Income Statement
2026 2025 2026 2025
14 unchanged sentences
Net, after tax $ ( 0.1 ) $ ( 0.2 ) $ ( 0.5 ) $ ( 0.7 )
−Removed: Reclassification as a result of McCormick de Mexico acquisition:
−Removed: Amounts reclassified into earnings upon acquisition of controlling interest $ — $ — $ 44.8 $ — Income from unconsolidated operations
+Added: Amounts reclassified into earnings due to acquisitions and divestitures:
+Added: Reclassification as a result of acquisition of McCormick de Mexico Non-Controlling Interest $ — $ — $ 44.8 $ — Income from unconsolidated operations
+Added: Reclassification as a result of exit of pepper sourcing and agricultural technology project ( 2.3 ) — ( 2.3 ) — Special charges
Total before tax ( 2.3 ) — 42.5 —
10 unchanged sentences
Our CODM uses operating income excluding special charges and transaction and integration expenses related to our acquisitions to manage segment performance and allocate resources across segments and considers variances of actual performance to our annual budget and periodic forecasts as well as year over year performance when making decisions.
−Removed: Special charges and transaction and integration expenses are excluded from operating income in our internal reporting to the CODM as this activity is managed separately from the business segments.
+Added: Special charges, including transaction and integration expenses, are excluded from operating income in our internal reporting to the CODM as this activity is managed separately from the business segments.
Activity related to special charges, including transaction and integration expenses, is described in Note 3.
−Removed: Transaction and integration expenses include the amortization of the acquisition-date fair value adjustment of inventories included in Cost of goods sold, costs directly associated with that acquisition and costs associated with integrating the businesses.
+Added: and integration expenses include the amortization of the acquisition-date fair value adjustment of inventories included in Cost of goods sold, costs directly associated with that acquisition and costs associated with integrating the businesses.
We also exclude the gain on remeasurement of previously held equity interest from operating income in our internal reporting to the CODM, which was recorded upon consolidation of McCormick de Mexico during the first quarter of 2026 and is described in more detail in Note 2.
6 unchanged sentences
(in millions)
−Removed: Three months ended May 31, 2026
+Added: Three months ended August 31, 2026
Net sales $ 1,215.4 $ 809.4 $ 2,024.8
2 unchanged sentences
Operating income excluding special charges $ 241.1 $ 117.4 $ 358.5
−Removed: Three months ended May 31, 2025
+Added: Three months ended August 31, 2025
Net sales $ 973.2 $ 751.7 $ 1,724.9
−Removed: Cost of goods sold $ 520.7 $ 516.0 $ 1,036.7
+Added: Cost of goods sold excluding special charges $ 540.5 $ 538.3 $ 1,078.8
SG&A expense $ 238.9 $ 113.6 $ 352.5
Operating income excluding special charges $ 193.8 $ 99.8 $ 293.6
−Removed: Six months ended May 31, 2026
+Added: Nine months ended August 31, 2026
Net sales $ 3,503.1 $ 2,332.2 $ 5,835.3
2 unchanged sentences
Operating income excluding special charges $ 637.6 $ 324.9 $ 962.5
−Removed: Six months ended May 31, 2025
+Added: Nine months ended August 31, 2025
Net sales $ 2,823.0 $ 2,166.9 $ 4,989.9
−Removed: Cost of goods sold $ 1,034.5 $ 1,003.7 $ 2,038.2
+Added: Cost of goods sold excluding special charges $ 1,575.0 $ 1,542.0 $ 3,117.0
SG&A expense $ 743.9 $ 351.6 $ 1,095.5
Operating income excluding special charges $ 504.1 $ 273.3 $ 777.4
−Removed: A reconciliation of cost of goods sold excluding special charges and operating income excluding special charges to cost of goods sold and operating income for the three and six months ended May 31, 2026 is as follows (in millions):
+Added: A reconciliation of cost of goods sold excluding special charges and operating income excluding special charges to cost of goods sold and operating income for the three and nine months ended August 31, 2026 is as follows (in millions):
Consumer Flavor Solutions Total
−Removed: Three months ended May 31, 2026
+Added: Three months ended August 31, 2026
Operating income excluding special charges $ 241.1 $ 117.4 $ 358.5
1 unchanged sentence
Operating income $ 217.0
−Removed: Three months ended May 31, 2025
+Added: Three months ended August 31, 2025
+Added: Cost of goods sold excluding special charges $ 540.5 $ 538.3 $ 1,078.8
+Added: Special charges 1.0
+Added: Cost of goods sold $ 1,079.8
Operating income excluding special charges $ 193.8 $ 99.8 $ 293.6
1 unchanged sentence
Operating income $ 288.7
−Removed: Six months ended May 31, 2026
+Added: Nine months ended August 31, 2026
Cost of goods sold excluding special charges $ 1,915.6 $ 1,622.7 $ 3,538.3
4 unchanged sentences
Operating income $ 720.9
−Removed: Six months ended May 31, 2025
+Added: Nine months ended August 31, 2025
+Added: Cost of goods sold excluding special charges $ 1,575.0 $ 1,542.0 $ 3,117.0
+Added: Special charges 1.0
+Added: Cost of goods sold $ 3,118.0
Operating income excluding special charges $ 504.1 $ 273.3 $ 777.4
4 unchanged sentences
Geographic Area
−Removed: The following table sets forth our net sales, by geographic area, for the three and six months ended May 31, 2026 and 2025 (in millions):
−Removed: Three months ended May 31, Six months ended May 31,
+Added: The following table sets forth our net sales, by geographic area, for the three and nine months ended August 31, 2026 and 2025 (in millions):
+Added: Three months ended August 31, Nine months ended August 31,
2026 2025 2026 2025
4 unchanged sentences
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.