MKC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-10-01

• During the nine months ended August 31, 2025, we recorded $16.7 million of special charges, including transaction and integration expenses. Those expenses consisted principally of $12.7 million associated with employee severance and related benefits associated with our SG&A streamlining actions, $2.…

• 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.

• 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 e…

• 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 workin…

• Other acquired intangible assets such as customer relationships are expected to have determinable useful lives. Our estimates of the useful lives of definite-lived intangible assets are primarily based upon historical experience, the competitive and macroeconomic environment, and our operating plans…

Text removed vs the prior filing · source: 10-Q · 2026-06-25

• The effective tax rate for the three months ended May 31, 2026 increased by 4.7% compared to the same periods in 2025 primarily driven by the unfavorable impact of acquisition related costs partially offset by the impact of discrete tax items which are described in more detail in Note 8 of the notes…

• 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 …

• 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 ca…

• macroeconomic environment, and our operating plans. The costs of definite-lived intangibles are amortized to expense over their estimated life.

Text added vs the prior filing · source: 10-Q · 2026-10-01

• Evaluation of Disclosure Controls and Procedures: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as of t…

• There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) that occurred during our latest fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2026-06-25

• Evaluation of Disclosure Controls and Procedures: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e)

• of the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

• There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) that occurred during our latest fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except as follows.

• During our second quarter of 2026, McCormick de Mexico implemented a new enterprise resource planning (ERP) replacement program for a majority of the financial accounting systems.

Text added vs the prior filing · source: 10-Q · 2026-10-01

• •resolving complexities associated with managing a larger, more complex, integrated business, including aligning and executing the strategy of the combined company and managing an additional international headquarters;

• •the significant demands placed on management both before and after the completion of the proposed transaction, which may divert the attention of management from our normal business operations.

Text removed vs the prior filing · source: 10-Q · 2026-06-25

• •addressing contingent and unknown liabilities of Unilever Foods, including those that may not have been identified during due diligence.

• If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits of the proposed transaction on our anticipated timeframe, if at all, and additional integration costs may dilute the earnings per shar…

Text removed vs the prior filing · source: 10-Q · 2026-06-25

• On June 22, 2026, the Compensation and Human Capital Committee of the Company’s Board of Directors determined that, subject to the consummation of the transactions under the Merger Agreement, in the event that one of the Company’s named executive officers is terminated by the Company other than for …

• In addition, on June 24, 2026, each of the Company’s named executive officers (other than Mr. Foley) entered into a retention award agreement providing for a special one-time cash retention award of $1,000,000, 50% of which will vest on the Closing Date and 50% of which will vest on the six-month an…

• The foregoing description of the Severance Plan determination is qualified in its entirety by reference to the terms of the Severance Plan, which is filed as Exhibit 10(xix) to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2015, and the description of the retention a…

• This disclosure is intended to satisfy the requirements of Item 5.02(e) of Form 8-K.