MKC — what changed in the latest 10-Q

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

• 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 port…

• Our outlook for 2026 adjusted operating income and adjusted earnings per share are non-GAAP financial measures that exclude or otherwise adjust for items impacting comparability of financial results. We do not provide guidance on a GAAP basis as we cannot predict certain items included in GAAP resul…

• 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 Solutio…

• 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 savi…

• 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 reco…

Text removed vs the prior filing · source: 10-Q · 2026-03-31

• On February 20, 2026 the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA) by the executive branch are not lawful, but did not provide guidance on how importers may claim refunds of IEEPA tariffs previously paid. On March 4, 2026, the…

• Our outlook for 2026 adjusted operating income and adjusted earnings per share are non-GAAP financial measures that exclude or otherwise adjust for items impacting comparability of financial results. We are unable to reconcile projected adjusted operating income to projected reported operating incom…

• Gross profit for the first quarter of 2026 increased by $104.9 million, or 17.4%, from the same period of 2025. Our gross profit margin was 37.8%, an increase of 20 basis points, driven by the impact of the McCormick de Mexico acquisition, which included a step-up of acquired inventory recognized as…

• Selling, general & administrative (SG&A) expense$456.3 $378.8

• SG&A expense increased by $77.5 million in the first quarter of 2026 as compared to the same period in 2025, driven primarily by the impact of the McCormick de Mexico acquisition, increased investments in technology, and increased brand marketing expense. SG&A as a percentage of net sales increased …

Text added 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 removed vs the prior filing · source: 10-Q · 2026-03-31

• 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 13-a-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 first quarter of 2026, we migrated certain financial processing systems as part of our enterprise resource planning (ERP) replacement program. This migration included financial processing systems related to the management of orders, invoicing, and trade promotions. We expect future migrat…

• On January 2, 2026, we completed the acquisition of an additional 25% ownership in McCormick de Mexico from Grupo Herdez, for a purchase price of $750 million, which increases our ownership to a 75% controlling interest. As a majority-owned subsidiary, McCormick de Mexico operates under a control fr…

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

• On February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the Middle East. The military conflict in Iran has resulted in instability around the Middle East region, particularly a disruption in shipment of globa…

Text removed vs the prior filing · source: 10-Q · 2026-03-31

• In February 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region. Although we do not have material operations in the Middle East, the ongoing conflict and any further escalation, including additional military a…

• cyberattacks, or other governmental or market responses, has and could continue to lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures on our input costs and supply chain, adversely affect global supply chains, energy market…

• in each case without the consent of Unilever. These restrictions may prevent us from pursuing business opportunities or taking actions with respect to our business that we would otherwise consider advisable, and may adversely affect our ability to attract and retain key employees prior to the closin…

• any future required financing on acceptable terms, if at all. In addition, there can be no assurance that we will be able to maintain the current credit worthiness or prospective credit rating of the combined company. Any actual or anticipated changes, or adverse conditions in the debt capital marke…

Text added 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.