MCCORMICK & CO INC

Previous wording

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under IEEPA by the executive branch are not lawful. On March 4, 2026, the CIT ordered CBP to begin the refund process for all importers who were subject to IEEPA tariffs. On April 20, 2026, CBP established an online portal through which companies can submit IEEPA tariff refund requests. We submitted our refund request on April 28, 2026, which is described in Note 1 of the notes to our accompanying condensed consolidated financial statements. The CIT order has been appealed and we will continue to monitor U.S. tariff-related developments for further updates and any associated impacts on our consolidated financial statements.

Current wording

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under IEEPA by the executive branch are not lawful. On March 4, 2026, the CIT ordered CBP to begin the refund process for all importers who were subject to IEEPA tariffs. On April 20, 2026, CBP established an online portal through which companies can submit IEEPA tariff refund requests. We submitted our refund request on April 28, 2026, which is described in Note 1 of the notes to our accompanying condensed consolidated financial statements. We will continue to monitor U.S. tariff-related developments for further updates and any associated impacts on our consolidated financial statements.

Previous wording

In the second quarter of 2026, we achieved net sales growth of 16.7% as compared to the same quarter of 2025, due to the following factors:

Current wording

In the third quarter of 2026, we achieved net sales growth of 17.4% as compared to the same quarter of 2025, due to the following factors:

Previous wording

•Volume and product mix unfavorably impacted net sales by 0.5%. The Consumer segment experienced unfavorable volume and product mix of 1.9% and the Flavor Solutions segment experienced favorable volume and product mix of 1.4%.

Current wording

•Volume and product mix unfavorably impacted net sales by 0.3%. The Consumer segment experienced unfavorable volume and product mix of 1.1% and the Flavor Solutions segment experienced favorable volume and product mix of 0.8%.

Previous wording

•Pricing favorably impacted net sales by 2.2%. The Consumer segment experienced favorable pricing of 2.7% and the Flavor Solutions segment experienced favorable pricing of 1.5%.

Current wording

•Pricing favorably impacted net sales by 2.2%. The Consumer segment experienced favorable pricing of 2.2% and the Flavor Solutions segment experienced favorable pricing of 2.2%.

Previous wording

•The impact of our acquisition of McCormick de Mexico contributed 12.3% of our net sales growth.

Current wording

•The impact of our acquisition of McCormick de Mexico contributed 14.6% of our net sales growth.

Previous wording

•Fluctuations in currency rates positively impacted net sales by 2.7%. Fluctuations in curr ency rates positively impacted our Consumer segment sales growth by 2.4% and our Flavor Solutions segment sales growth by 3.0%.

Current wording

•Fluctuations in currency rates positively impacted net sales by 0.9%. Fluctuations in curr ency rates positively impacted our Consumer segment sales growth by 0.6% and our Flavor Solutions segment sales growth by 1.3%.

Previous wording

Operating income was $276.4 million in the second quarter of 2026, compared to $245.8 million in the same period of 2025, reflecting an increase of 12.4%. Our gross profit margin increased by 270 basis points driven by the impacts of the McCormick de Mexico acquisition, favorable pricing, the IEEPA tariff refund, and cost savings from the Company's Comprehensive Continuous Improvement (CCI) program, partially offset by increased commodity costs and higher freight costs due to the conflict in the Middle East. Selling, general, and administrative (SG&A) expense as a percentage of sales increased by 90 basis points, primarily driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Excluding special charges, adjusted operating income was $336.4 million in the second quarter of 2026, reflecting an increase of 30.1% compared to $258.6 million in the 2025 period, primarily driven by the impact of the McCormick de Mexico acquisition and the IEEPA tariff refund. In constant currency, adjusted operating income increased by 27.3%.

Current wording

Operating income was $217.0 million in the third quarter of 2026, compared to $288.7 million in the same period of 2025, reflecting a decrease of 24.8%. Our gross profit margin increased by 190 basis points driven by the impacts of the McCormick de Mexico acquisition, favorable pricing, and cost savings from the Company's Comprehensive Continuous Improvement (CCI) program, partially offset by increased commodity costs and higher freight costs, including the impact of the conflict in the Middle East. Selling, general, and administrative (SG&A) expense as a percentage of sales increased by 110 basis points, primarily driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Excluding special charges, adjusted operating income was $358.5 million in the third quarter of 2026, reflecting an increase of 22.1% compared to $293.6 million in the 2025 period, primarily driven by the impact of the McCormick de Mexico acquisition. In constant currency, adjusted operating income increased by 20.9%.

Previous wording

Diluted earnings per share was $0.56 and $0.65 in the second quarters of 2026 and 2025, respectively. Special charges, including transaction and integration costs, lowered diluted earnings per share by $0.24 and $0.04 in the second quarters of 2026 and 2025, respectively. Excluding the effects of special charges, adjusted diluted earnings per share was $0.80 and $0.69 in the second quarters of 2026 and 2025, respectively. The increase in adjusted diluted earnings per share was driven by favorable operating income and a decrease in the effective tax rate, partially offset by lower income from unconsolidated operations, higher income attributable to noncontrolling interests, an increase in interest expense, and a decrease in other income.

Current wording

Diluted earnings per share was $0.36 and $0.84 in the third quarters of 2026 and 2025, respectively. Special charges, including transaction and integration costs and impairments of long-lived assets, lowered diluted earnings per share by $0.50 and $0.01 in the third quarters of 2026 and 2025, respectively. Excluding the effects of special charges, adjusted diluted earnings per share was $0.86 and $0.85 in the third quarters of 2026 and 2025, respectively. The increase in adjusted diluted earnings per share was driven by favorable operating income, partially offset by an increase in the effective tax rate, and an increase in interest expense.

Previous wording

A detailed review of our second quarter 2026 performance compared to the second quarter of fiscal 2025 appears in the section titled “Results of Operations – Company” and “Results of Operations – Segments.” For a reconciliation of non-GAAP to reported amounts, see the subsequent discussion under the heading “Non-GAAP Financial Measures.”

Current wording

A detailed review of our third quarter 2026 performance compared to the third quarter of fiscal 2025 appears in the section titled “Results of Operations – Company” and “Results of Operations – Segments.” For a reconciliation of non-GAAP to reported amounts, see the subsequent discussion under the heading “Non-GAAP Financial Measures.”

Previous wording

In 2026, we expect net sales to grow between 13% and 17% compared to 2025, including an 11% to 13% increase as a result of the acquisition of a controlling interest in McCormick de Mexico and a 1% favorable impact from foreign currency rates, or to grow from 1% to 3% on an organic basis. We anticipate that net sales will benefit from favorable volume and product mix and pricing.

Current wording

In 2026, we expect net sales to grow between 13% and 17% compared to 2025, including an 11% to 13% increase as a result of the acquisition of a controlling interest in McCormick de Mexico and a 1% favorable impact from foreign currency rates, or to grow from 1% to 3% on an organic basis. We anticipate that net sales will benefit from favorable pricing, while volumes are expected to remain flat.

Previous wording

Adjusted diluted earnings per share was $3.00 in 2025. Adjusted diluted earnings per share is projected to range from $3.05 to $3.13 in 2026. We expect adjusted diluted earnings per share to increase by 2% to 5%, which includes a 1% favorable impact from currency rates, or to increase by 1% to 4% on a constant currency basis.

Current wording

Adjusted diluted earnings per share was $3.00 for the year ended November 30, 2025. Adjusted diluted earnings per share is projected to range from $3.05 to $3.13 in 2026. We expect adjusted diluted earnings per share to increase by 2% to 5%, which includes a 1% favorable impact from currency rates, or to increase by 1% to 4% on a constant currency basis.

Previous wording

Sales for the second quarter of 2026 increased by 16.7% from the same period in 2025 and increased by 1.7% on an organic basis (that is, excluding the impact of acquisitions and foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures). The acquisition of McCormick de Mexico added 12.3% to net sales. Pricing favorably impacted sales by 2.2% with favorable pricing from our Consumer and Flavor Solutions segments of 2.7% and 1.5%, respectively. Unfavorable volume and product mix decreased sales by 0.5% with unfavorable volume and product mix from our Consumer segment of 1.9% partially offset by favorable volume and product mix from our Flavor Solutions segment of 1.4%. Foreign currency rates increased sales by 2.7%.

Current wording

Sales for the third quarter of 2026 increased by 17.4% from the same period in 2025 and increased by 1.9% on an organic basis (that is, excluding the impact of acquisitions and foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures). The acquisition of McCormick de Mexico added 14.6% to net sales. Pricing favorably impacted sales by 2.2% with favorable pricing from our Consumer and Flavor Solutions segments of 2.2% and 2.2%, respectively. Unfavorable volume and product mix decreased sales by 0.3% with unfavorable volume and product mix from our Consumer segment of 1.1% partially offset by favorable volume and product mix from our Flavor Solutions segment of 0.8%. Foreign currency rates increased sales by 0.9%.

Previous wording

Sales for the six months ended May 31, 2026 increased by 16.7% from the same period in 2025 and increased by 1.4% on an organic basis. The acquisition of McCormick de Mexico added 12.4% to net sales. Pricing favorably impacted sales by 2.1% with favorable pricing from our Consumer and Flavor Solutions segments of 2.5% and 1.5%, respectively. Unfavorable volume and product mix decreased sales by 0.7% with unfavorable volume and product mix from our Consumer segment of 1.2% partially offset by favorable volume and product mix from our Flavor Solutions segment of 0.2%. Foreign currency rates increased sales by 2.9%.

Current wording

Sales for the nine months ended August 31, 2026 increased by 16.9% from the same period in 2025 and increased by 1.6% on an organic basis. The acquisition of McCormick de Mexico added 13.1% to net sales. Pricing favorably impacted sales by 2.1% with favorable pricing from our Consumer and Flavor Solutions segments of 2.4% and 1.7%, respectively. Unfavorable volume and product mix decreased sales by 0.5% with unfavorable volume and product mix from our Consumer segment of 1.2% partially offset by favorable volume and product mix from our Flavor Solutions segment of 0.4%. Foreign currency rates increased sales by 2.2%.

Previous wording

Gross profit for the second quarter of 2026 increased by $155.4 million, or 25.0%, from the same period of 2025. Our gross profit margin was 40.2%, an increase of 270 basis points, driven by the impacts of the McCormick de Mexico acquisition, favorable pricing, the IEEPA tariff refund, and cost savings from the Company's CCI program, partially offset by increased commodity costs and higher freight costs due to the conflict in the Middle East.

Current wording

Gross profit for the third quarter of 2026 increased by $149.8 million, or 23.2%, from the same period of 2025. Our gross profit margin was 39.3%, an increase of 190 basis points, driven by the impacts of the McCormick de Mexico acquisition, favorable pricing, and cost savings from the Company's CCI program, partially offset by increased commodity costs and higher freight costs, including the impact of the conflict in the Middle East.

Previous wording

Gross profit for the six months ended May 31, 2026 increased by $260.3 million, or 21.2%, from the same period in 2025. Our gross profit margin was 39.0%, an increase of 140 basis points, driven by the impact of the McCormick de Mexico acquisition, which included a step-up of acquired inventory recognized as special charges in Cost of goods sold as the related inventory was sold, favorable pricing, the impact of the IEEPA tariff refund, and cost savings from the Company's CCI program, partially offset by increased commodity costs and higher freight costs due to the conflict in the Middle East. Excluding the impact of special charges included in Cost of goods sold, adjusted gross margin was 39.4%, or an increase of 180 basis points.

Current wording

Gross profit for the nine months ended August 31, 2026 increased by $410.1 million, or 21.9%, from the same period in 2025. Our gross profit margin was 39.1%, an increase of 160 basis points, driven by the impact of the McCormick de Mexico acquisition, favorable pricing, the impact of the IEEPA tariff refund, and cost savings from the Company's CCI program, partially offset by increased commodity and freight costs, including the impact of the conflict in the Middle East. Excluding the impact of special charges included in Cost of goods sold, adjusted gross margin was 39.4%, or an increase of 190 basis points.

Previous wording

SG&A expense increased by $77.6 million in the second quarter of 2026 as compared to the same period in 2025, driven primarily by the impact of the McCormick de Mexico acquisition, increased brand marketing expense, and increased investments in technology. SG&A as a percentage of net sales increased by 90 basis points.

Current wording

SG&A expense increased by $83.9 million in the third quarter of 2026 as compared to the same period in 2025, driven primarily by the impact of the McCormick de Mexico acquisition, increased brand marketing expense, and increased investments in technology. SG&A as a percentage of net sales increased by 110 basis points.

Previous wording

SG&A expense increased by $155.1 million in the six months ended May 31, 2026 as compared to the same period in 2025, driven primarily by the impact of the McCormick de Mexico acquisition, increased brand marketing expense, and increased investments in technology. SG&A as a percentage of net sales increased by 70 basis points.

Current wording

SG&A expense increased by $239.0 million in the nine months ended August 31, 2026 as compared to the same period in 2025, driven primarily by the impact of the McCormick de Mexico acquisition, increased brand marketing expense, and increased investments in technology. SG&A as a percentage of net sales increased by 100 basis points.

Previous wording

During the three months ended May 31, 2026, we recorded $60.0 million of special charges, including transaction and integration expenses. Those expenses consisted of $57.6 million of transaction and integration costs, $1.8 million associated with employee severance and related benefits associated with our SG&A streamlining actions and$0.6 million associated with other actions.

Current wording

During the three months ended August 31, 2026, we recorded $141.5 million of special charges, including transaction and integration expenses. Those expenses consisted of $95.3 million of transaction and integration costs, $43.1 million related to the impairment of long-lived assets,$1.8 million associated with employee severance and related benefits associated with our SG&A streamlining actions, and$1.3 million associated with other actions, including the exit costs incurred to cease operations at our development-stage pepper sourcing and agricultural technology project in Malaysia.

Previous wording

Interest expense increased by $11.7 million and $10.5 million for the three and six months ended May 31, 2026, respectively, compared to the same period in 2025, driven by $6.8 million of amortization of debt financing fees related to our pending merger with Unilever Foods, the effects of higher interest rates and the impact of higher average borrowing levels.

Current wording

Interest expense increased by $18.2 million and $28.7 million for the three and nine months ended August 31, 2026, respectively, compared to the same periods in 2025, driven by $12.4 million and $19.2 million, respectively, of amortization of debt financing fees related to our pending merger with Unilever Foods. Interest expense in the 2026 periods was also impacted by the effects of higher interest rates and higher average borrowing levels.

Previous wording

Other income, net, decreased by $3.3 million and $8.3 million for the three and six months ended May 31, 2026, respectively, compared to the same period in 2025 due to a lower level of interest income driven primarily by the impact of the acquisition of McCormick de Mexico on our average cash balance during the period.

Current wording

Other income, net, decreased by $3.5 million and $11.8 million for the three and nine months ended August 31, 2026, respectively, compared to the same periods in 2025 due to a lower level of interest income driven primarily by the impact of the acquisition of McCormick de Mexico on our average cash balance during the period.

Previous wording

The effective tax rate for the six months ended May 31, 2026 increased by 4.5% compared to the same periods in 2025 primarily driven by the unfavorable impact of acquisition related costs.

Current wording

The effective tax rate for the three months ended August 31, 2026 increased by 16.4% compared to the same period in 2025 primarily driven by the unfavorable impact of nondeductible expenses and lower favorable discrete tax items.

Previous wording

Income from unconsolidated operations decreased $17.2 million for the three months ended May 31, 2026 compared to the same period of 2025. This decrease was primarily driven by the acquisition of an additional 25% ownership interest in McCormick de Mexico which resulted in the consolidation of McCormick de Mexico's financial results, which is described in more detail in Note 2 of the notes to our accompanying condensed consolidated financial statements.

Current wording

Income from unconsolidated operations decreased $16.1 million for the three months ended August 31, 2026 compared to the same period of 2025. This decrease was primarily driven by the acquisition of an additional 25% ownership interest in McCormick de Mexico which resulted in the consolidation of McCormick de Mexico's financial results, which is described in more detail in Note 2 of the notes to our accompanying condensed consolidated financial statements.

Previous wording

Income from unconsolidated operations increased by $850.3 million for the six months ended May 31, 2026 compared to the same period of 2025. This increase was primarily driven by a gain of $866.8 million on the remeasurement of our previously held equity interest in McCormick de Mexico, which is described in more detail in Note 2 of the notes to our accompanying condensed consolidated financial statements.

Current wording

Income from unconsolidated operations increased by $834.2 million for the nine months ended August 31, 2026 compared to the same period of 2025. This increase was primarily driven by a gain of $866.8 million on the remeasurement of our previously held equity interest in McCormick de Mexico, partially offset by the impact of consolidating McCormick de Mexico, which is described in more detail in Note 2 of the notes to our accompanying condensed consolidated financial statements.

Previous wording

Net income attributable to noncontrolling interests increased by$9.1 million for thethree months ended May 31, 2026 and$14.1 million for thesix months ended May 31, 2026 compared to the same periods in 2025. This increase was driven by the net income attributable to our noncontrolling interest in McCormick de Mexico upon its consolidation in 2026.

Current wording

Net income attributable to noncontrolling interests increased by$7.8 million for thethree months ended August 31, 2026 and$21.9 million for thenine months ended August 31, 2026 compared to the same periods in 2025. This increase was driven by the net income attributable to our noncontrolling interest in McCormick de Mexico upon its consolidation in 2026.

Previous wording

In the second quarter of 2026, sales of our Consumer segment increased by 22.8% compared to the second quarter of 2025 and increased by 0.8% on an organic basis. The acquisition of McCormick de Mexico increased sales by 19.6%. Unfavorable volume and product mix decreased sales by 1.9%, driven by declines in the Americas region which were partially offset by growth in the EMEA and APAC regions. Favorable pricing impacted sales by 2.7% primarily driven by the Americas region. The favorable impact of foreign currency rates increased sales by 2.4%.

Current wording

In the third quarter of 2026, sales of our Consumer segment increased by 24.9% compared to the third quarter of 2025 and increased by 1.1% on an organic basis. The acquisition of McCormick de Mexico increased sales by 23.2%. Unfavorable volume and product mix decreased sales by 1.1%, driven by declines in the Americas region which were partially offset by growth in the EMEA and APAC regions. Favorable pricing impacted sales by 2.2% primarily driven by the Americas and EMEA regions. The favorable impact of foreign currency rates increased sales by 0.6%.

Previous wording

In the EMEA region, Consumer segment sales increased by 10.7% in the second quarter of 2026 compared to the same quarter of 2025 and increased by 3.3% on an organic basis. Favorable volume and product mix increased sales by 1.9%, driven by higher sales in France and the UK. Favorable pricing impacted sales by 1.4%. The favorable impact from foreign currency rates increased sales by 7.4%.

Current wording

In the EMEA region, Consumer segment sales increased by 5.2% in the third quarter of 2026 compared to the same quarter of 2025 and increased by 5.0% on an organic basis. Favorable volume and product mix increased sales by 2.0%, driven by higher sales in Poland. Favorable pricing impacted sales by 3.0%. The favorable impact from foreign currency rates increased sales by 0.2%.

Previous wording

In the APAC region, Consumer segment sales increased by 10.0% in the second quarter of 2026 compared to the same quarter of 2025 and increased by 2.9% on an organic basis. Favorable volume and product mix increased sales by 2.4%, driven by higher sales in China. Favorable pricing impacted sales by 0.5%. The favorable impact from foreign currency rates increased sales by 7.1%.

Current wording

In the APAC region, Consumer segment sales increased by 10.7% in the third quarter of 2026 compared to the same quarter of 2025 and increased by 4.4% on an organic basis. Favorable volume and product mix increased sales by 4.1%, driven by higher sales in China. Favorable pricing impacted sales by 0.3%. The favorable impact from foreign currency rates increased sales by 6.3%.

Previous wording

For the six months ended May 31, 2026, sales of our Consumer segment increased 23.7% as compared to the same period in 2025 and increased by 1.3% on an organic basis. The acquisition of McCormick de Mexico increased sales by 19.7%. Unfavorable volume and product mix decreased sales by 1.2% driven by declines in the Americas region which were partially offset by growth in the EMEA and APAC regions. Favorable pricing impacted sales by 2.5% driven by the Americas region. The favorable impact from foreign currency rates increased sales by 2.7% .

Current wording

For the nine months ended August 31, 2026, sales of our Consumer segment increased 24.1% as compared to the same period in 2025 and increased by 1.2% on an organic basis. The acquisition of McCormick de Mexico increased sales by 20.9%. Unfavorable volume and product mix decreased sales by 1.2% driven by declines in the Americas region which were partially offset by growth in the EMEA and APAC regions. Favorable pricing impacted sales by 2.4% driven by the Americas and EMEA regions. The favorable impact from foreign currency rates increased sales by 2.0%.

Previous wording

Segment operating income for our Consumer segment for the second quarter of 2026 increased by $53.3 million, or 32.6%, as compared to the same period of 2025 driven by an increase in gross profit, partially offset by an increase in SG&A expense. The increase in gross profit was driven by the impacts of our acquisition of McCormick de Mexico, favorable pricing, the IEEPA tariff refund, and CCI-led cost savings, partially offset by increased commodity costs and higher freight costs due to the conflict in the Middle East. The increase in SG&A expense was driven by the items described in the consolidated discussion. Segment operating margin increased by 140 basis points to 19.0%. On a constant currency basis, segment operating income increased by 30.7%.

Current wording

Segment operating income for our Consumer segment for the third quarter of 2026 increased by $47.3 million, or 24.4%, as compared to the same period of 2025 driven by an increase in gross profit, partially offset by an increase in SG&A expense. The increase in gross profit was driven by the impacts of our acquisition of McCormick de Mexico, favorable pricing, and CCI-led cost savings, partially offset by increased commodity costs and higher freight costs, including the impact of the conflict in the Middle East. The increase in SG&A expense was driven by the items described in the consolidated discussion. Segment operating margin decreased by 10 basis points to 19.8%. On a constant currency basis, segment operating income increased by 23.8%.

Previous wording

Segment operating income for our Consumer segment for the six months ended May 31, 2026 increased by $86.2 million, or 27.8%, as compared to the same period in 2025, driven by the effects of an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by the impacts of our acquisition of McCormick de Mexico, the IEEPA tariff refund, favorable pricing, and CCI-led cost savings, partially offset by increased commodity costs and higher freight costs due to the conflict in the Middle East. Segment operating margin increased by 50 basis points to 17.3%. On a constant currency basis, segment operating income increased by 25.9%.

Current wording

Segment operating income for our Consumer segment for the nine months ended August 31, 2026 increased by $133.5 million, or 26.5%, as compared to the same period in 2025, driven by the effects of an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by the impacts of our acquisition of McCormick de Mexico, the IEEPA tariff refund, favorable pricing, and CCI-led cost savings, partially offset by increased commodity costs and higher freight costs, including the impact of the conflict in the Middle East. The increase in SG&A expense was driven by the items described in the consolidated discussion. Segment operating margin increased by 30 basis points to 18.2%. On a constant currency basis, segment operating income increased by 25.1%.

Previous wording

In the second quarter of 2026, sales of our Flavor Solutions segment increased by 8.9% as compared to the second quarter of 2025 and increased by 2.9% on an organic basis. The acquisition of McCormick de Mexico increased sales by 3.0%. Favorable volume and product mixincreased sales by 1.4% driven by the Americas and APAC regions, partially offset by lower sales in the EMEA region. Favorable pricing increased sales by 1.5% driven by the Americas and EMEA regions. The favorable impact of foreign currency rates increased sales by 3.0%.

Current wording

In the third quarter of 2026, sales of our Flavor Solutions segment increased by 7.7% as compared to the third quarter of 2025 and increased by 3.0% on an organic basis. The acquisition of McCormick de Mexico increased sales by 3.4%. Favorable volume and product mixincreased sales by 0.8% driven by the APAC region, partially offset by lower sales in the Americas and EMEA regions. Favorable pricing increased sales by 2.2% driven by the Americas and EMEA regions, partially offset by unfavorable pricing in the APAC region. The favorable impact of foreign currency rates increased sales by 1.3%.

Previous wording

In the EMEA region, Flavor Solutions sales increased by 5.4% in the second quarter of 2026 compared to the second quarter of 2025 and increased by 0.4% on an organic basis. Unfavorable volume and product mixdecreased sales by 1.2% driven by the effect of lower sales to quick-service restaurant customers. Favorable pricing impacted sales by 1.6%. The favorable impact from foreign currency rates increased sales by 5.0%.

Current wording

In the EMEA region, Flavor Solutions sales increased by 1.6% in the third quarter of 2026 compared to the third quarter of 2025 and increased by 1.2% on an organic basis. Unfavorable volume and product mixdecreased sales by 1.0% driven by the effect of lower sales to quick-service restaurant customers. Favorable pricing impacted sales by 2.2%. The favorable impact from foreign currency rates increased sales by 0.4%.

Previous wording

In the APAC region, Flavor Solutions sales increased by 7.5% in the second quarter of 2026 compared to the second quarter of 2025, and increased by 0.2% on an organic basis. Favorable volume and product mix increased sales by 0.8%, primarily driven by growth in China. Pricing unfavorably impacted sales by 0.6%. The favorable impact from foreign currency rates increased sales by 7.3%.

Current wording

In the APAC region, Flavor Solutions sales increased by 14.2% in the third quarter of 2026 compared to the third quarter of 2025, and increased by 8.3% on an organic basis. Favorable volume and product mix increased sales by 10.0%, primarily driven by growth in China. Pricing unfavorably impacted sales by 1.7%. The favorable impact from foreign currency rates increased sales by 5.9%.

Previous wording

For the six months ended May 31, 2026, sales of our Flavor Solutions segment increased 7.6% as compared to the same period in 2025 and increased by 1.7% on an organic basis. The acquisition of McCormick de Mexico increased sales by 2.7%. Favorable volume and product mix increased sales by 0.2% driven primarily by growth in the APAC region partially offset by lower sales in the EMEA region. Favorable pricing increased sales by 1.5%, driven by the Americas and EMEA regions partially offset by unfavorable pricing in the APAC region. The favorable impact of foreign currency rates increased segment sales by 3.2%.

Current wording

For thenine months ended August 31, 2026, sales of our Flavor Solutions segment increased 7.6% as compared to the same period in 2025 and increased by 2.1% on an organic basis. The acquisition of McCormick de Mexico increased sales by 3.0%. Favorable volume and product mix increased sales by 0.4% driven primarily by growth in the APAC region. Favorable pricing increased sales by 1.7%, driven by the Americas and EMEA regions partially offset by unfavorable pricing in the APAC region. The favorable impact of foreign currency rates increased segment sales by 2.5%.

Previous wording

Segment operating income for our Flavor Solutions segment for the second quarter of 2026 increased by $24.5 million, or 25.8%, compared to the same period of 2025 driven by an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by favorable pricing, the impact of our acquisition of McCormick de Mexico, and CCI-led cost savings. The increase in SG&A expense was driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Segment operating margin increased by 210 basis points to 15.1%. On a constant currency basis, segment operating income increased by 21.4%.

Current wording

Segment operating income for our Flavor Solutions segment for the third quarter of 2026 increased by $17.6 million, or 17.6%, compared to the same period of 2025 driven by an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by favorable pricing, the impact of our acquisition of McCormick de Mexico, and CCI-led cost savings. The increase in SG&A expense was driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Segment operating margin increased by 120 basis points to 14.5%. On a constant currency basis, segment operating income increased by 15.4%.

Previous wording

Segment operating income for our Flavor Solutions segment for the six months ended May 31, 2026 increased by $34.0 million, or 19.6%, compared to the same period in 2025, driven by the effects of an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by favorable pricing, the impact of our acquisition of McCormick de Mexico, and CCI-led cost savings. The increase in SG&A expense was driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Segment operating margin increased by 130 basis points to 13.6%. On a constant currency basis, segment operating income increased by 15.1%.

Current wording

Segment operating income for our Flavor Solutions segment for the nine months ended August 31, 2026 increased by $51.6 million, or 18.9%, compared to the same period in 2025, driven by the effects of an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by favorable pricing, the impact of our acquisition of McCormick de Mexico, and CCI-led cost savings. The increase in SG&A expense was driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Segment operating margin increased by 130 basis points to 13.9%. On a constant currency basis, segment operating income increased by 15.2%.

Previous wording

•Special charges - Special charges consist of expenses and income associated with certain actions undertaken by us to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee. Expenses associated with the approved actions are classified as special charges upon recognition and monitored on an ongoing basis through completion. Included in special charges are transaction and integration costs incurred in conjunction with acquisitions.

Current wording

•Special charges - Special charges consist of expenses and income associated with certain actions undertaken by us to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee. Expenses associated with the approved actions are classified as special charges upon recognition and monitored on an ongoing basis through completion. Included in special charges are transaction and integration costs incurred in conjunction with acquisitions and impairments of long-lived assets.

Previous wording

To present the percentage change in projected 2026 net sales, adjusted operating income, and adjusted earnings per share (diluted) on a constant currency basis, the projected local currency net sales, adjusted operating income, and adjusted net income for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at forecasted exchange rates. These figures are then compared to the 2025 local currency projected results, which are translated into U.S. dollars at the average actual exchange rates in effect during the corresponding months of fiscal year 2025. This comparison determines what the 2025 consolidated U.S. dollar net sales, adjusted operating income, and adjusted earnings per share (diluted) would have been if the relevant currency exchange rates had not changed from those of the comparable 2025 periods.

Current wording

To present the percentage change in projected 2026 net sales, adjusted operating income, and adjusted earnings per share (diluted) on a constant currency basis, the projected 2026 results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the actual exchange rates in effect for each month during 2025. These 2026 figures are then compared to our actual results for 2025. This determines what 2026 results would be if currency exchange rates had not changed from 2025.

Previous wording

We expect that the pending combination with Unilever Foods is likely to result in a material increase in our debt and liquidity needs that will impact our capital needs prior to and after the closing of such transaction. Under the terms of the Merger Agreement, we will issue voting and non-voting securities to Unilever and its shareholders and make a one-time cash payment of $15.7 billion to Unilever, subject to certain adjustments, which we intend to fund through the Bridge Facility, the Term Loan Facility, and, to the extent available, the Permanent Financing. See Note 4 of the notes to the condensed consolidated financial statements for further discussion. We believe that our sources of liquidity, which include existing cash balances, cash flows from operations, existing credit facilities, our commercial paper program, access to capital markets and the committed debt financing related to the pending transaction with Unilever Foods, will provide sufficient liquidity to meet our debt obligations, including any repayment of debt or refinancing of debt, working capital needs, planned capital expenditures, the one-time cash payment to Unilever in connection with the pending transaction, the payment associated with an acquisition and payment of anticipated quarterly dividends for at least the next twelve months.

Current wording

We expect that the pending merger with Unilever Foods is likely to result in a material increase in our debt and liquidity needs that will impact our capital needs prior to and after the closing of such transaction. Under the terms of the Merger Agreement, we will issue voting and non-voting securities to Unilever and its shareholders and make a one-time cash payment of $15.7 billion to Unilever, subject to certain adjustments, which we intend to fund through the Bridge Facility, the Term Loan Facility, and, to the extent available, the Permanent Financing. See Note 4 of the notes to the condensed consolidated financial statements for further discussion. We believe that our sources of liquidity, which include existing cash balances, cash flows from operations, existing credit facilities, our commercial paper program, access to capital markets and the committed debt financing related to the pending transaction with Unilever Foods, will provide sufficient liquidity to meet our debt obligations, including any repayment of debt or refinancing of debt, working capital needs, planned capital expenditures, the one-time cash payment to Unilever in connection with the pending transaction, the payment associated with an acquisition and payment of anticipated quarterly dividends for at least the next twelve months.

Previous wording

Operating Cash Flow—Net cash provided by operating activities of $430.7 million for the six months ended May 31, 2026 increased $269.3 million as compared to $161.4 million for the corresponding 2025 period. The increase in operating cash flow was primarily driven by lower cash used for working capital. The lower use of cash associated with working capital, net of effect of businesses acquired, was driven by a decreased use of cash associated with accounts payable and increased source of cash from accounts receivables in 2026 compared to the 2025 period.

Current wording

Operating Cash Flow—Net cash provided by operating activities of $598.8 million for the nine months ended August 31, 2026 increased $178.6 million as compared to $420.2 million for the corresponding 2025 period. The increase in operating cash flow was primarily driven by lower cash used for working capital, including cash inflows associated with tariff refunds.