Sales Performance - McCormick reported a 1% sales decline in Q2 2024 compared to the same period last year, with operating income increasing to $234 million from $222 million[4]. - The Consumer segment's net sales decreased by 1% to $904.5 million, while the Flavor Solutions segment's sales also declined by 1% to $738.7 million[18][21]. - The total net sales for the three months ended May 31, 2024, decreased by 1.0% as reported, with a constant currency basis showing no change[32]. - McCormick reported net sales of $1,643.2 million for the three months ended May 31, 2024, a decrease of 1.1% compared to $1,659.2 million for the same period in 2023[44]. Earnings and Income - Adjusted earnings per share rose to $0.69 in Q2 2024, up from $0.60 in the prior year, primarily due to a discrete tax benefit and strong performance from McCormick de Mexico[11]. - The diluted earnings per share for the three months ended May 31, 2024, increased by 15.0% to $0.68, compared to $0.56 in the same period last year[28]. - Net income for the second quarter of 2024 was $184.2 million, compared to $152.1 million in the same quarter of 2023, representing a year-over-year increase of 21.1%[44]. - The company reported a 14.5% increase in adjusted net income for the three months ended May 31, 2024, reaching $185.6 million compared to $162.1 million in the prior year[28]. Operating Income - Operating income for the Flavor Solutions segment grew by 6% to $86.6 million, driven by pricing actions and cost savings initiatives[22]. - For the three months ended May 31, 2024, adjusted operating income was $235.9 million, a slight increase of 0.3% compared to $235.0 million in the same period last year[28]. - The Flavor Solutions segment reported a 6.3% increase in adjusted operating income for the six months ended May 31, 2024[33]. Financial Outlook - McCormick expects 2024 sales to range from -2% to 0% compared to 2023, with an anticipated operating income growth of 8% to 10% from $963 million in 2023[14][15]. - The company projects 2024 earnings per share to be between $2.76 and $2.81, reflecting an increase from $2.52 in 2023[16]. - The company projects a percentage change in net sales for the year ending November 30, 2024, to be between -2% to 0%[34]. - Adjusted operating income is expected to increase by 3% to 5% for the year ending November 30, 2024, with a constant currency increase projected at 4% to 6%[34]. Cash Flow and Assets - Net cash provided by operating activities was $302 million in Q2 2024, down from $394 million in Q2 2023, mainly due to higher incentive compensation payments[12]. - The company reported net cash flow provided by operating activities of $301.5 million for the second quarter of 2024, compared to $394.2 million for the same period in 2023[46]. - Total assets as of May 31, 2024, were $12,987.6 million, an increase from $12,862.3 million as of November 30, 2023[45]. - Total liabilities decreased to $7,633.4 million as of May 31, 2024, down from $7,778.8 million as of November 30, 2023[45]. Profitability Metrics - Gross profit margin expanded by 60 basis points year-over-year, attributed to cost savings from the Comprehensive Continuous Improvement program[8]. - Gross profit margin improved to 37.7% for the second quarter of 2024, up from 37.1% in the same quarter of 2023[44]. - The income tax rate for the six months ended May 31, 2024, was 19.5%, down from 21.9% in the same period last year[28]. Strategic Initiatives - McCormick plans to host its Investor Day on October 22, 2024, to discuss long-term strategy and financial outlook[17]. - The company remains focused on brand marketing, new products, and proprietary technology to drive volume growth in the second half of 2024[5]. - The company continues to focus on driving sustainable growth through its Consumer and Flavor Solutions segments, leveraging scale, insights, and technology[41]. - McCormick's capital expenditures for the second quarter of 2024 were $130.3 million, compared to $118.6 million in the same quarter of 2023[46]. Currency Impact - The company noted that foreign currency exchange had a 1% unfavorable impact on net sales projections for the upcoming year[34].

Financial Performance - Net sales for the three months ended February 29, 2024, increased to $1,602.7 million, up from $1,565.5 million in the same period last year, representing a growth of 2.3%[11] - Gross profit rose to $599.3 million, compared to $562.9 million a year ago, reflecting an increase of 6.5%[11] - Operating income improved to $233.5 million, up from $199.0 million, marking a growth of 17.3%[11] - Net income for the period was $166.0 million, compared to $139.1 million in the prior year, an increase of 19.4%[11] - Earnings per share (EPS) on a diluted basis increased to $0.62, up from $0.52, representing a growth of 19.2%[11] - The consumer segment reported net sales of $921.5 million for the three months ended February 29, 2024, compared to $909.5 million in the prior year, a growth of 1.9%[71] - The flavor solutions segment achieved net sales of $681.2 million for the three months ended February 29, 2024, up from $656.0 million in the same period of 2023, an increase of 3.8%[71] - Comprehensive income decreased to $163.0 million from $181.5 million year-over-year, primarily due to a significant drop in currency translation adjustments[13] Cash and Assets - Cash and cash equivalents at the end of the period were $178.0 million, compared to $356.8 million at the end of the same period last year, a decrease of 50.2%[19] - Total assets as of February 29, 2024, were $12,890.1 million, slightly up from $12,862.3 million at the end of the previous quarter[15] - The total fair value of financial assets as of February 29, 2024, was $326.8 million, with $178.0 million in cash and cash equivalents[51] - The carrying amount of long-term debt as of February 29, 2024, was $4,127.5 million, with a total fair value of $3,871.9 million[54] Liabilities and Equity - Total liabilities decreased to $7,632.7 million from $7,778.8 million, a reduction of 1.9%[15] - Shareholders' equity increased to $5,257.4 million, compared to $5,083.5 million, reflecting a growth of 3.4%[15] - Total current liabilities decreased to $2,973.8 million from $3,098.9 million, showing a reduction of 4.0%[16] - Retained earnings increased to $3,412.8 million from $3,249.7 million, reflecting a growth of 5.0%[21] Cash Flow and Operating Activities - The company reported net cash flow provided by operating activities of $138.4 million, up from $103.4 million in the same period last year, an increase of 33.9%[19] - The company reported a cash dividend of $0.42 per share for the three months ended February 29, 2024, up from $0.39 in the same period of 2023[11] Special Charges and Costs - Special charges for the three months ended February 29, 2024, totaled $4.2 million, a significant decrease from $27.8 million for the same period in 2023, representing an 85.1% reduction[34][35] - The Global Operating Effectiveness program incurred total costs of approximately $48 million as of November 30, 2023, with $2.1 million recognized in severance and related benefits during the three months ended February 29, 2024[36] - The initiative to consolidate manufacturing operations in the UK is expected to cost approximately $40 million, with $36 million incurred as of November 30, 2023, and $1.4 million recognized in the latest quarter[37][38] Foreign Currency and Derivatives - The notional amount of outstanding foreign currency exchange contracts as of February 29, 2024, was $953.7 million, down from $1,000.4 million as of November 30, 2023, indicating a 4.67% decrease[42] - Interest rate derivative contracts had a notional amount of $600.0 million as of February 29, 2024, with a fair value of $51.9 million in liabilities[45] - The company recorded a loss of $2.9 million on foreign exchange contracts for the three months ended February 29, 2024, compared to a gain of $1.0 million for the same period in 2023[46] Organizational Changes and Future Expectations - The company expects to adopt new accounting standards related to segment reporting and income tax disclosures by November 30, 2025, and November 30, 2026, respectively, which will enhance financial reporting transparency[30][31] - The company continues to evaluate changes to its organizational structure to improve competitiveness and reduce fixed costs, indicating ongoing strategic adjustments[33] Stock and Compensation - Stock-based compensation expense for the three months ended February 29, 2024, was $11.7 million, slightly down from $11.8 million in the same period last year[58] - The number of stock options outstanding at the end of the period was 5.6 million, with an average exercise price of $70.54[59] - The intrinsic value of all options outstanding as of February 29, 2024, was $38.4 million[59] Pension and Other Benefits - The net aggregate amount of pension and other postretirement benefits (income) for the three months ended February 29, 2024, was $(2.0) million[57] - The total contributions to pension plans in fiscal year 2023 were $9.2 million[56]

Financial Performance - McCormick reported a 3% increase in sales for Q1 2024 compared to the same period last year, with a 2% growth in constant currency[5]. - Operating income for Q1 2024 was $234 million, up from $199 million in Q1 2023, while adjusted operating income increased to $238 million, a 5% rise year-over-year[10]. - Earnings per share (EPS) rose to $0.62 in Q1 2024, compared to $0.52 in the prior year, reflecting a 19% increase; adjusted EPS was $0.63, up 7% from $0.59[11]. - Cash flow from operations for Q1 2024 was $138 million, an increase from $103 million in Q1 2023, driven by higher operating income and working capital improvements[12]. - Total net sales for the three months ended February 29, 2024, were $1,602.7 million, a 2.4% increase compared to $1,565.5 million in the same period of 2023[45]. - Adjusted operating income increased by 4.8% to $233.5 million, up from $199.0 million year-over-year[45]. - The company reported a net income of $166.0 million for the three months ended February 29, 2024, compared to $139.1 million in the same period of 2023[45]. - Net income for the three months ended February 29, 2024, was $166.0 million, representing a 19.3% increase compared to $139.1 million for the same period in 2023[47]. - Net cash flow provided by operating activities rose to $138.4 million, up from $103.4 million year-over-year, indicating a growth of 33.9%[47]. Sales Projections - For fiscal year 2024, McCormick expects sales to range from -2% to 0% compared to 2023, with a constant currency basis projection of -1% to 1%[14]. - Projected percentage change in net sales for the year ending November 30, 2024, is expected to be between -2% to 0%[34]. Earnings Projections - Operating income for 2024 is anticipated to grow by 8% to 10% from $963 million in 2023, with adjusted operating income expected to increase by 3% to 5%[15]. - McCormick projects 2024 EPS to be between $2.76 and $2.81, compared to $2.52 in 2023, with adjusted EPS expected to rise by 4% to 6%[16]. - Adjusted earnings per share for 2024 are projected to be between $2.80 to $2.85, compared to $2.70 for 2023[34]. Segment Performance - The Consumer segment saw a 1% sales increase in Q1 2024, with a 3% rise from pricing actions offset by a 2% decline in volume[18]. - The Flavor Solutions segment reported a 4% sales increase in Q1 2024, with a 2% increase in constant currency, driven by pricing actions and volume growth[20]. - The Consumer segment reported a total net sales increase of 1.3%, while the Flavor Solutions segment saw a 3.8% increase[32]. Profitability Metrics - Gross profit margin expanded by 140 basis points year-over-year, supported by favorable product mix and cost savings initiatives[9]. - The gross profit margin improved to 37.4% in Q1 2024, compared to 36.0% in Q1 2023[45]. Balance Sheet Highlights - Total assets increased to $12,890.1 million as of February 29, 2024, up from $12,862.3 million on November 30, 2023, reflecting a growth of 0.22%[46]. - Total current liabilities decreased to $2,973.8 million from $3,098.9 million, a reduction of 4.0%[46]. - Long-term debt remained stable at $3,329.1 million compared to $3,339.9 million, showing a slight decrease of 0.3%[46]. - Retained earnings increased to $3,412.8 million from $3,249.7 million, reflecting a growth of 5.0%[46]. Cash Management - Cash and cash equivalents at the end of the period were $178.0 million, an increase from $166.6 million at the beginning of the period, marking a growth of 6.8%[47]. - Dividends paid increased to $112.7 million from $104.6 million, representing a rise of 7.7% year-over-year[47]. - The effect of exchange rate changes on cash and cash equivalents resulted in an increase of $2.5 million during the quarter[47]. Cost Management Initiatives - The company is focused on productivity improvements and cost savings through its CCI and GOE programs[37].

Financial Performance - In 2023, McCormick achieved net sales of $6,662.2 million, representing a growth of 4.9% compared to 2022[131][147]. - Adjusted operating income for 2023 was $1,024.2 million, an increase of 11.6% from $917.4 million in 2022, with a constant currency increase of 12.0%[131]. - Diluted earnings per share for 2023 was $2.52, with adjusted diluted earnings per share increasing by 6.7% to $2.70[132][133]. - Gross profit for 2023 was $2,502.5 million, with a gross profit margin of 37.6%, up from 35.8% in 2022[148]. - Selling, general, and administrative (SG&A) expenses increased to $1,478.3 million, representing 22.2% of net sales, an increase of 80 basis points from the previous year[149][150]. - Operating income rose by $99.4 million, or 11.5%, from $863.6 million in 2022 to $963.0 million in 2023, with an operating income margin increase to 14.5%[156]. - The effective tax rate for 2024 is estimated to be 22%, slightly higher than 21.8% in 2023[144]. - The company projects adjusted earnings per share for the year ending November 30, 2024, to be between $2.80 and $2.85[205]. Segment Performance - The consumer segment contributed approximately 57% of consolidated net sales and 73% of consolidated operating income, while the flavor solutions segment contributed approximately 43% of consolidated net sales and 27% of consolidated operating income[13]. - Consumer segment net sales increased by 1.3% to $3,807.3 million in 2023, driven by a 6.5% increase from pricing actions[164]. - Flavor solutions segment net sales grew by 10.1% to $2,854.9 million in 2023, with pricing actions contributing 11.4% to the increase[169]. - Segment operating income for the consumer segment increased by $24.8 million, or 3.5%, to $735.5 million in 2023[168]. - Segment operating income for the flavor solutions segment increased by $82.0 million, or 39.7%, in 2023 compared to 2022, with a segment operating margin of 10.1%[173]. Customer and Market Dynamics - Sales to Wal-Mart Stores, Inc. accounted for approximately 12% of consolidated sales in 2023, while sales to PepsiCo, Inc. accounted for approximately 13% of consolidated sales in the same year[23]. - Approximately 25% of consolidated sales in 2023 came from two large customers, highlighting the importance of maintaining strong relationships with major clients[53]. - Approximately 39% of sales in fiscal year 2023 were from non-U.S. operations, indicating a significant international presence[39]. - The rise of private label products and competitive brands could negatively impact the company's market share and brand relevance[47]. Operational Challenges - The company faces risks from inflationary pressures affecting product costs and the ability to increase pricing to offset these costs[41]. - Ongoing geopolitical conflicts, including those between Russia and Ukraine and Israel and Hamas, may disrupt economic conditions and impact the company's operations[42]. - Fluctuations in raw material prices and availability, particularly for dairy products, pepper, and wheat, pose significant risks to the company's financial performance[54]. - Labor shortages and increased turnover rates may lead to higher operational costs, negatively impacting efficiency and overall business performance[61]. - The company faces potential adverse effects on operations due to supply chain disruptions, which could impair manufacturing and sales capabilities[57]. Strategic Initiatives - The company is implementing a global enterprise resource planning (ERP) system as part of its business transformation initiative[40]. - The company expects to drive revenue growth through brand marketing support, product innovation, and e-commerce expansion[40]. - The company is focused on improving productivity through its CCI and GOE programs to enhance operational efficiency[41]. - The company has adopted rigorous quality assurance and control procedures to safeguard its reputation for high-quality products[49]. Regulatory and Compliance Issues - The company’s operations are subject to various governmental regulations, impacting safety, production, and distribution of its products[30]. - The company is subject to extensive regulations regarding food products, which could increase compliance costs and impact financial results[102]. - Increased regulatory requirements related to environmental causes may result in increased compliance costs or disruptions in product manufacturing[86]. - Compliance with data privacy laws such as GDPR and CCPA is critical, as non-compliance could lead to significant financial penalties and operational challenges[104]. Financial Position and Debt - The company holds approximately $5.3 billion in goodwill and $3.0 billion in other indefinite-lived intangible assets, which are subject to impairment testing[70]. - As of November 30, 2023, the company had total outstanding variable rate debt of approximately $320 million, including $272 million of short-term borrowings, at a weighted-average interest rate of approximately 5.5%[87]. - The company's total indebtedness is approximately $4.4 billion as of November 30, 2023[90]. - The company relies on revolving credit facilities for funding working capital needs, and disruptions in these facilities could impact liquidity[91]. Environmental and Social Governance (ESG) - The company established science-based targets for Scope 1, 2, and 3 greenhouse gas emissions for the period 2025-2030[81]. - The company has established diversity, equity, and inclusion goals as part of its ESG initiatives[85]. - The company may incur additional costs to meet evolving consumer demands regarding sustainability and environmental impact[84]. Future Outlook - For 2024, McCormick expects net sales to decline by 2% to 0%, including a 1% unfavorable impact from foreign currency rates[140]. - Projected operating income for 2024 is expected to increase by 8% to 10%, with adjusted operating income anticipated to rise by 3% to 5%[142][143]. - The percentage change in net sales for 2024 is projected to be between -2% and 0%, with a constant currency change of -1% to 1%[210].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14920 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Maryland 52-0408290 (State or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14920 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Maryland 52-0408290 (State or other ...

PART I – FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) For Q1 2023, McCormick & Company reported increased net sales but decreased operating and net income, alongside stable total assets and significantly improved operating cash flow [Condensed Consolidated Income Statement](index=5&type=section&id=Condensed%20Consolidated%20Income%20Statement) For Q1 2023, net sales increased, but higher costs and special charges resulted in a decline in operating income, net income, and diluted EPS Q1 2023 vs Q1 2022 Income Statement Highlights (in millions, except per share amounts) | Metric | Three months ended Feb 28, 2023 | Three months ended Feb 28, 2022 | | :--- | :--- | :--- | | **Net sales** | $1,565.5 | $1,522.4 | | **Gross profit** | $562.9 | $560.4 | | **Operating income** | $199.0 | $206.9 | | **Net income** | $139.1 | $154.9 | | **Earnings per share – diluted** | $0.52 | $0.57 | [Condensed Consolidated Balance Sheet](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) As of February 28, 2023, total assets slightly increased, while total liabilities decreased and total shareholders' equity rose compared to November 30, 2022 Balance Sheet Summary (in millions) | Metric | February 28, 2023 (unaudited) | November 30, 2022 | | :--- | :--- | :--- | | **Total current assets** | $2,411.3 | $2,386.7 | | **Total assets** | $13,205.4 | $13,124.9 | | **Total current liabilities** | $3,321.0 | $3,432.4 | | **Total liabilities** | $8,317.7 | $8,425.7 | | **Total shareholders' equity** | $4,887.7 | $4,699.2 | [Condensed Consolidated Cash Flow Statement](index=8&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) For Q1 2023, net cash provided by operating activities significantly increased, while net cash used in investing activities rose, and financing activities shifted to a net outflow compared to the prior year Cash Flow Summary (in millions) | Metric | Three months ended Feb 28, 2023 | Three months ended Feb 28, 2022 | | :--- | :--- | :--- | | **Net cash flow provided by operating activities** | $103.4 | $17.9 | | **Net cash flow used in investing activities** | $(61.5) | $(43.7) | | **Net cash flow (used in) provided by financing activities** | $(44.7) | $4.4 | | **Increase (decrease) in cash and cash equivalents** | $22.8 | $(13.3) | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section details key accounting policies, special charges primarily from the GOE program, the use of derivative financial instruments, and segment performance for Consumer and Flavor Solutions - The company recorded special charges of **$27.8 million** in Q1 2023, a year-over-year increase from **$19.5 million**. These charges were primarily driven by the Global Operating Effectiveness (GOE) program (**$24.8 million**) and the transition of a manufacturing facility in EMEA[31](index=31&type=chunk) - The company utilizes derivative financial instruments, including foreign currency exchange contracts with a notional value of **$509.6 million** and interest rate swaps with a notional value of **$600.0 million** as of February 28, 2023, to manage market risks[40](index=40&type=chunk)[45](index=45&type=chunk) Segment Performance (in millions) | Segment | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | :--- | | **Consumer** | Net Sales | $909.5 | $926.1 | | | Operating Income (adj.) | $173.4 | $167.0 | | **Flavor Solutions** | Net Sales | $656.0 | $596.3 | | | Operating Income (adj.) | $53.4 | $60.1 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=21&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the impact of global economic conditions, inflation, and supply chain disruptions, projecting sales and operating income growth for fiscal 2023 through pricing and cost-saving initiatives, with Q1 consolidated sales increasing due to pricing, showing mixed segment performance [Overview and 2023 Outlook](index=21&type=section&id=Overview%20and%202023%20Outlook) The company is navigating inflationary and supply chain challenges by implementing pricing actions and cost-saving programs like GOE, with a positive 2023 outlook projecting significant growth in sales, operating income, and adjusted diluted EPS - Key business challenges include a persistent inflationary cost environment and supply chain disruptions. The company is mitigating these through pricing actions and cost savings from its Comprehensive Continuous Improvement (CCI) and Global Operating Effectiveness (GOE) programs[77](index=77&type=chunk)[80](index=80&type=chunk)[83](index=83&type=chunk) Fiscal Year 2023 Outlook | Metric | Projected Growth/Range | | :--- | :--- | | **Net Sales Growth** | 5% to 7% | | **Operating Income Growth** | 10% to 12% | | **Adjusted Operating Income Growth** | 9% to 11% | | **Adjusted Diluted EPS** | $2.56 to $2.61 | [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Consolidated net sales for Q1 2023 increased, driven by pricing actions offset by volume/mix declines and a divestiture, while gross profit margin decreased, and segment performance showed a sales decline for Consumer but growth for Flavor Solutions Components of Consolidated Net Sales Change (Q1 2023 vs Q1 2022) | Component | Percentage Change | | :--- | :--- | | **Pricing actions** | 10.6% | | **Volume and product mix** | (4.6)% | | **Divestiture** | (0.7)% | | **Foreign exchange** | (2.5)% | | **Total Net Sales Increase** | **2.8%** | - The Consumer segment's sales decreased by **1.8%** due to unfavorable volume/mix (**-6.8%**) and the divestiture of Kitchen Basics (**-1.1%**), which more than offset strong pricing actions (**+8.7%**). However, segment operating income margin improved by **110 basis points** to **19.1%**[107](index=107&type=chunk)[112](index=112&type=chunk) - The Flavor Solutions segment's sales grew **10.0%**, driven by significant pricing actions (**+13.5%**). Despite the sales growth, segment operating income margin decreased by **200 basis points** to **8.1%** due to lower gross margin and higher SG&A expenses[113](index=113&type=chunk)[117](index=117&type=chunk) [Liquidity and Financial Condition](index=31&type=section&id=Liquidity%20and%20Financial%20Condition) The company maintains strong liquidity, evidenced by a significant increase in operating cash flow and a prudent capital structure, with sufficient sources to meet obligations for the next twelve months, including amounts related to its Supply Chain Financing program - Net cash provided by operating activities increased by **$85.5 million** to **$103.4 million** in Q1 2023 compared to the same period in 2022, primarily due to lower payments for employee benefits accrued at the prior year-end[140](index=140&type=chunk) - The company utilizes a Supply Chain Financing (SCF) program. As of February 28, 2023, amounts due to suppliers participating in the SCF and included in trade accounts payable were approximately **$320.1 million**[142](index=142&type=chunk) - The company maintains two committed revolving credit facilities: a **$1.5 billion** facility expiring in June 2026 and a **$500 million** facility expiring in July 2023, which support its commercial paper program and general corporate needs[152](index=152&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=36&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company reports no significant changes in its market risk exposures since November 30, 2022, actively managing key risks including foreign exchange, interest rate, commodity price, and credit risk - There have been no significant changes in the company's financial instrument portfolio or market risk exposures since the fiscal year ended November 30, 2022[165](index=165&type=chunk) - The company is exposed to foreign currency risk, interest rate risk, commodity price volatility, and credit risk. It uses derivative financial instruments, such as forward contracts and swaps, to manage these exposures[118](index=118&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=36&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of February 28, 2023, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by this report[166](index=166&type=chunk) - No changes occurred in the company's internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, these controls[167](index=167&type=chunk) PART II - OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=38&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports no material pending legal proceedings involving itself or its subsidiaries - There are no material pending legal proceedings in which the company or its subsidiaries is a party or in which any of their property is the subject[169](index=169&type=chunk) [ITEM 1A. RISK FACTORS](index=38&type=section&id=ITEM%201a.%20RISK%20FACTORS) No material changes have occurred in the company's risk factors since its Annual Report on Form 10-K for the fiscal year ended November 30, 2022 - No material changes have occurred in the company's risk factors since the filing of its Form 10-K for the fiscal year ended November 30, 2022[170](index=170&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=38&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During Q1 2023, the company repurchased **60,514** shares of Common Stock for approximately **$4.76 million**, with **$532.4 million** remaining under the November 2019 share repurchase authorization as of February 28, 2023 Issuer Purchases of Equity Securities (Q1 2023) | Period | Total Shares Purchased (CS) | Average Price Paid per Share | | :--- | :--- | :--- | | Dec 2022 | 23,164 | $84.25 | | Jan 2023 | 0 | — | | Feb 2023 | 37,350 | $75.26 | | **Total** | **60,514** | **$78.70** | - As of February 28, 2023, **$532.4 million** remained of the **$600 million** share repurchase authorization approved by the Board of Directors in November 2019[174](index=174&type=chunk) [OTHER ITEMS (3, 4, 5)](index=39&type=section&id=ITEM%203,%204,%205) The company reported no defaults on senior securities, no applicable mine safety disclosures, and no other material information for the quarter - The company reports no defaults on senior securities, no applicable mine safety disclosures, and no other material information for the quarter[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) [ITEM 6. EXHIBITS](index=40&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, security holder rights instruments, material contracts, and CEO/CFO certifications required by the Sarbanes-Oxley Act of 2002 - The report includes certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, affirming the accuracy and completeness of the financial statements[187](index=187&type=chunk) - Financial statements and notes are provided in Inline XBRL format for data accessibility and analysis[188](index=188&type=chunk)[189](index=189&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-14920 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) | | Maryland | | 52-0408290 | | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14920 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Maryland 52-0408290 (State or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14920 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Maryland 52-0408290 (State or other ...