McCormick & Co. (MKC) 10-K risk factor changes: FY2022 vs FY2021

[removed: If any of] the risks actually occur, our business, financial condition or results of operations could be negatively affected.

The [removed: continued availability and effectiveness of vaccines and treatments may partially mitigate the risks around the continued spread of COVID-19, however, with the spread of the COVID-19 variants, the] ongoing implications of the COVID-19 pandemic could adversely impact our business and results of operations in a number of ways, including but not limited to:

- Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines, import/export restrictions, price controls, or governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our [removed: products, which could adversely impact our results of operations and cash flows.][added: products.]

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the emergence and spread of variants, infection rates in areas [removed: where] we operate, the extent and effectiveness of containment actions, including the continued availability and effectiveness of vaccines in the markets where we operate, [removed: the impact of actions taken by governmental authorities] and [removed: other third parties in response to] the [removed: pandemic, each of which is uncertain, rapidly changing and difficult to predict, and the] impact of these and other factors on our employees, customers, [added: suppliers, distributors,] and [removed: suppliers.][added: manufacturers.]

Should these conditions persist for a prolonged period, including any of the above factors and others that are currently unknown, the COVID-19 pandemic could have a material adverse effect on our business, financial condition, and results of [removed: operations.]

The [removed: trend towards] [added: continued growth of] e-commerce and its impact of consumer habits and preferences has accelerated since the onset of the COVID-19 pandemic in many of the markets we serve and our financial results may be impacted if we are unable to adapt to changing consumer [removed: preferences and market dynamics.]

We have a number of major customers, including two large customers that, in the aggregate, constituted approximately [removed: 22%] [added: 23%] of [removed: our] consolidated sales in [removed: 2021.][added: 2022.]

Our purchases of raw materials are subject to fluctuations in market price and availability caused by [added: inflationary pressures,] weather, growing and harvesting conditions, climate change, market conditions, governmental actions and other factors beyond our control, including the COVID-19 pandemic.

The most significant raw materials used by us in our business are dairy products, pepper, [added: onion,] capsicums (red peppers and paprika), [removed: onion, vanilla,] garlic, [added: wheat products, vegetable oils,] and [removed: salt.][added: vanilla.]

In addition, we may have very little opportunity to mitigate the risk of availability of certain raw materials due to the effect of weather on crop yield, [added: fire, natural disasters, growing and harvesting conditions,] government actions, political unrest in producing countries, action or inaction by suppliers in response to laws and regulations, changes in agricultural programs and other factors beyond our control.

Political, [removed: socio-economic and] [added: socio-economic,] cultural [added: and geopolitical (including the ongoing conflict between Russia and Ukraine)] conditions, as well as disruptions caused by terrorist activities or otherwise, could also create additional risks for regulatory compliance.

Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, terrorism, cyber-attack, [added: health epidemics,] pandemics (such as the COVID-19 [removed: pandemic),] [added: pandemic) or other contagious outbreaks,] governmental restrictions or mandates, strikes, import/export restrictions, or other factors could impair our ability to manufacture or sell our products.

A number of factors may adversely affect the labor force available to us or increase labor costs, [removed: including high unemployment levels, federal] [added: a shift towards remote work, higher] unemployment subsidies, [removed: including unemployment benefits offered in response to the COVID-19 pandemic, and] other government [removed: regulations.][added: regulations and general macroeconomic factors.]

We [removed: are] also [removed: experiencing] [added: have experienced] and may continue to experience additional pressure in our supply chain due to labor [removed: shortages] [added: shortages, increased turnover rates] and absenteeism associated with [removed: COVID-19, together with the impact of the continued elevated demand.][added: COVID-19.]

A sustained labor shortage or increased turnover rates within our employee base, caused by COVID-19 or as a result of general macroeconomic factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates [added: and employee benefits costs] to attract and retain employees, and could negatively affect our ability to efficiently operate our manufacturing and distribution facilities and overall business.

Reduced availability of trucking capacity due to shortages of [removed: drivers, primarily as a result of the COVID-19 pandemic,] [added: drivers] has caused an increase in the cost of transportation for us and our suppliers.

[added: An overall labor shortage,] lack of skilled labor, increased turnover or labor inflation, caused by COVID-19 or as a result of general macroeconomic factors, could have a material adverse impact on our business, financial condition or operating results.

[removed: In 2021] [added: During recent years, we have experienced significantly elevated commodity] and [removed: the early part of 2022,] [added: supply chain costs, including] the costs of raw materials, packaging materials, labor, energy, fuel, transportation and other inputs necessary for the production and distribution of our [removed: products have rapidly increased.][added: products, and we expect elevated levels of inflation to continue in 2023.]

In addition, many of these materials [added: and costs] are subject to price fluctuations from a number of factors, including, but not limited to, market conditions, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), [added: armed hostilities (including the ongoing conflict between Russia] and [added: Ukraine) and] other factors beyond our control.

Consumers may be less willing to pay a price differential for our branded products and may increasingly purchase lower-priced offerings, or may forego some purchases altogether, during an economic [removed: downturn.][added: downturn or times of increased inflationary pressure.]

Furthermore, we may not be able to [added: fully] offset any cost increases through [added: our] productivity [removed: initiatives] or [removed: through our commodity hedging activity.][added: efficiency initiatives.]

From time to time, we may need to reduce the prices for some of our products to respond to competitive and customer pressures, [added: particularly during periods of economic uncertainty or significant inflation,] which may adversely affect our profitability.

We could have an interruption in our business, loss of inventory or data, or be rendered unable to accept and fulfill customer orders as a result of a natural disaster, catastrophic event, [removed: epidemic or] [added: epidemic,] computer system [removed: failure.][added: failure, or cyber-attack.]

[removed: An epidemic] [added: A health epidemic, pandemic,] or [removed: pandemic] [added: other contagious outbreak] could affect our operations, major facilities or employees’ and consumers’ health.

In addition, some of our inventory and production facilities are located in areas that are susceptible to harsh weather; a major storm, [added: wildfires,] heavy snowfall or other similar event could prevent us from delivering products in a timely manner.

[added: In addition, we] may be required to incur asset impairment charges (including charges related to goodwill and other intangible assets) in connection with acquired businesses, which may reduce our profitability.

As of November 30, [removed: 2021,] [added: 2022,] we had approximately [removed: $5.3] [added: $5.2] billion of goodwill and approximately [removed: $3.5] [added: $3.4] billion of other indefinite-lived intangible assets.

If the carrying values of the reporting unit or indefinite-lived intangible assets exceed their fair value, the goodwill or indefinite-lived intangible assets are considered impaired and reduced to their [removed: implied fair value or] [added: estimated] fair [removed: value, respectively.][added: value.]

These actions may result in a deterioration of employee relations at the impacted locations or elsewhere in [removed: McCormick.][added: our business.]

If we are unable to fully realize the benefits from our CCI [removed: program,] [added: program or streamlining actions to reduce fixed costs, simplify or improve] our [added: competitiveness, our] financial results could be negatively affected.

Primary exposures include the U.S. dollar versus the Euro, British pound sterling, Chinese renminbi, Canadian dollar, Australian dollar, Polish zloty, [added: Singapore dollar, Swiss franc,] and Mexican peso, as well as the Euro versus the British pound sterling and Australian dollar, and [added: Polish zloty, and] finally the Canadian dollar versus British pound sterling.

Climate [removed: change] [added: change, or legal, regulatory or market measures to address climate change,] may negatively affect our business, financial condition and results of operations.

[removed: Scientific consensus shows that greenhouse gases in the atmosphere have] an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters.

[removed: We also have established diversity,] equity and inclusion goals as part of our ESG initiative.

Increased regulatory requirements related to environmental causes, and related ESG disclosure rules, [added: including the SEC's recent disclosure proposal on climate change,] may result in increased compliance costs or increased costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products [added: or an increase in operating costs.]

On November 30, [removed: 2021,] [added: 2022,] we had total outstanding variable rate debt of approximately [removed: $613] [added: $1,295] million, including [removed: $539] [added: $1,237] million of short-term borrowings, at a weighted-average interest rate of approximately [removed: 0.2%.][added: 4.2%.]

The interest rates under our revolving credit [removed: facility] [added: facilities] can vary based on our credit ratings.

[removed: Our credit ratings were downgraded following our financing of the acquisition of RB Foods in August 2017 and any] [added: Any] reduction in our credit ratings may limit our ability to borrow [removed: at interest rates consistent with] [added: as well as] the interest rates that [removed: were available to us prior to that acquisition and the related financing transactions.][added: are associated with any such borrowing.]

As of November 30, [removed: 2021, the] [added: 2022, our] indebtedness of McCormick and its subsidiaries is approximately [removed: $5.3] [added: $5.1] billion.

We rely on our revolving credit [removed: facility,] [added: facilities,] or borrowings backed by [removed: this facility,] [added: these facilities,] to fund a portion of our [removed: seasonal] working capital needs and other general corporate purposes, including funding of acquisitions.

If any of

Deterioration of global economic conditions, an economic recession, periods of inflation, or economic uncertainty in our key markets may adversely affect customer and consumer spending as well as demand for our products.

Global economic conditions can be uncertain and volatile.

Our business and results of operations have in the past been, and may continue to be, adversely affected by changes in global economic conditions including inflation, rising interest rates, availability of capital markets, consumer spending rates, energy availability and costs, the negative impacts caused by pandemics and public health crises, such as the COVID-19 pandemic, as well as the potential impacts of geopolitical uncertainties, including the ongoing conflict between Russia and Ukraine, and the effect of governmental initiatives to manage economic conditions.

As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.

We are a manufacturer and distributor of flavor products.

As such, many of our products are purchased by our customers based on end-user demand from consumers.

Some of the factors that may influence consumer spending include general economic conditions, high levels of unemployment, health crises (such as the COVID-19 pandemic), higher consumer debt levels, reductions in net worth based on market declines and uncertainty, home foreclosures and reductions in home values, fluctuating interest and foreign currency exchange rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices, inflationary pressure, tax rates and general uncertainty regarding the overall future economic environment.

Unfavorable economic conditions may lead customers and consumers to delay or reduce purchases of our products.

Consumer demand for our products may not reach our targets, or may decline, when there is an economic downturn or economic uncertainty in our key markets.

Our sensitivity to economic cycles and any related fluctuation in customer and consumer demand may have a material negative impact on our business, financial conditions or results of operations.

- Shifts and volatility in consumer spending and purchasing behaviors;

- Continued increase in raw material and commodity costs;

- Shutdowns or slowdowns of one or more of our production facilities;

- Further disruptions in our supply chain and in our ability to obtain ingredients, packaging, and other sourced materials due to continued labor shortages and/or volatility in the labor market, governmental restrictions, or the failure of our suppliers, distributors, or manufacturers to meet their obligations to us; or

operations.

preferences and market dynamics.

Weak economic conditions, recessions, significant inflation and other factors, such as pandemics, could affect consumer preferences and demand.

The conflict between Russia and Ukraine and the related implications may negatively impact our operations.

In February 2022, Russia invaded Ukraine.

As a result, the U.S. and certain other countries have imposed sanctions on Russia and could impose further sanctions that could damage or disrupt international commerce and the global economy.

It is not possible to predict the broader or longer-term consequences of this conflict or the sanctions imposed to date, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, energy and fuel prices, currency exchange rates and financial markets.

Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions,

embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from supply chain and logistics challenges.

The potential effects of the ongoing conflict between Russia and Ukraine also could impact many of the other risk factors described herein.

These potential effects could include, but are not limited to, variations in the level of our profitability, changes in laws and regulations affecting our business, fluctuations in foreign currency markets, the availability of future borrowings, the cost of borrowings, credit risks of our customers and counterparties, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets.

Given the evolving nature of this conflict, the related sanctions, potential governmental actions and economic impact, such potential impacts remain uncertain.

While we expect the impacts of conflict between Russia and Ukraine to continue to have an effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

Our future success depends in part on our ability to be an efficient producer in a highly competitive industry, including our plan to eliminate approximately $125 million of costs during 2023 and 2024 as part of our Global Operating Effectiveness Program, including $100 million of supply costs and $25 million of costs across the remainder of the organization.

We have both translation and transaction exposures to the fluctuation of exchange rates.

Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency.

Transaction exposures relate to the impact from input costs that are denominated in a currency other than the local reporting currency and the revaluation of transaction-related working capital balances or loans between subsidiaries and unconsolidated affiliates denominated in currencies other than the functional currency.

Historically, weakening of certain foreign currencies versus the U.S. dollar have resulted in significant foreign exchange impacts leading to lower net sales, net earnings and cash flows.

Scientific consensus shows that greenhouse gases in the atmosphere have

There is an increased focus by foreign, federal, state and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies, and sustainability.

Increased compliance costs and expenses due to the impacts of climate change and additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment may cause disruptions in, or an increase in the costs associated with, the running of our manufacturing facilities and our business, as well as increase distribution and supply chain costs.

Moreover, compliance with any such legal or regulatory requirements may require us to make significant changes in our business operations and strategy, which will likely require us to devote substantial time and attention to these matters and cause us to incur additional costs.

Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.

The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations.

Additionally, we might fail to effectively address increased attention from the media, stockholders, activists and other stakeholders on climate change and related environmental sustainability matters.

The extent and nature of government actions, including limitations on crowd size, closures of dine-in restaurants and bars, and significant restrictions on travel, as well as work restrictions that prohibited many employees from going to work, varied during fiscal 2020 and 2021 based upon the then-current extent and severity of the COVID-19 pandemic within the respective countries and localities.

Although our consumer business has benefited from increased at-home consumption due to restrictions related to COVID-19, our ability to sustain heightened sales is dependent on consumer purchasing behavior.

The COVID-19 mitigation measures impacting certain of our flavor solutions customers have included the following: (i) with respect to dine-in restaurants, closures, limitations on dine-in capacity, or restrictions on the operations of those restaurants to carry-out or delivery only; and (ii) with respect to quick service restaurants, limitations on operations to drive-through pick-up or delivery.

- Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced products, or stockpiling or similar activity.

If prolonged, such impacts can further increase the difficulty of business or operations planning and may adversely impact our results of operations and cash flows;

- Inability to meet our customers’ needs and achieve cost targets due to disruptions in our manufacturing and supply arrangements caused by constrained workforce capacity or the loss or disruption of other essential manufacturing and supply elements such as raw materials or other finished product components, transportation, enhanced cleaning and sanitation protocols, or other manufacturing and distribution capability;

- Failure of third parties on which we rely, including our suppliers, contract manufacturers, distributors, contractors, commercial banks, joint venture partners and external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may adversely impact our operations; or

An overall labor shortage,

Although we are unable to predict the impact on our ability to source materials in the future, we expect these supply pressures to continue into 2022.

We also expect the pressures of input cost inflation to continue into 2022.

In addition, we

Our future success depends in part on our ability to be an efficient producer in a highly competitive industry.

The on-going effects of the decision by British voters to exit the European Union may negatively impact our operations.

On January 1, 2021, the EU-UK Trade and Cooperation Agreement (the EU-UK trade deal) took effect.

The EU-UK trade deal was formally approved by the European Union legislature on April 28, 2021.

While the EU-UK trade deal has removed uncertainty and a significant amount of financial risk associated with the U.K.’s exit from the European Union, we are still assessing its details and related impact on our U.K business and other operations.

We believe that the new trading relationship between the U.K and the European Union will result in increased costs of goods imported into the U.K. from the European Union and exported from the U.K. into the European Union.

The movement of goods between the U.K. and the European Union will continue to be subject to additional inspections and documentation checks, leading to possible delays at ports of entry and departure.

Also, there will be additional costs related to goods that are deemed to originate outside of the U.K. or European Union, and for which the originating country has no trade agreement with the U.K. Our ability to increase pricing of our products in light of increased costs is uncertain and, to the extent we are unable to fully do so, our profitability will decline.

These demands could cause us to incur additional costs or to make changes to our operations to comply with such demands.

or an increase in operating costs.

LIBOR, the interest rate benchmark used as a reference rate on our variable rate debt, including our revolving credit facility, synthetic lease, interest rate swaps, and cross currency interest rate swaps is expected to be phased out beginning after December 31, 2021 when private-sector banks are no longer required to report the information used to set the rate.

Without this data, LIBOR may no longer be published, or the lack of quality and quantity of data may cause the rate to no longer be representative of the market.

On March 5, 2021, the U.K. Financial Conduct Authority (FCA) published a statement confirming that all LIBOR settings will either cease to be provided or no longer be representative (i) immediately after December 31, 2021, in the case of all sterling, euro, Swiss franc and Japanese yen settings, and the 1-week and 2-month US dollar settings, and (ii) immediately after June 30, 2023, in the case of all remaining US dollar settings.

The International Swaps and Derivative Association (ISDA) or Alternative Reference Rates Committee (ARRC) fallback spread adjustments were fixed as of the FCA announcement date and are expected to be implemented at the point each relevant reference rate ceases or becomes non-representative.

The Company will also need to consider new contracts and if they should reference an alternative benchmark rate or include suggested fallback language, as published by the ARRC.

the design and operation of equipment used in our businesses.

In

As a company that is subject to data privacy laws, we bear the costs of compliance with them, including the GDPR and U.S. state laws, and are subject to the potential for fines and penalties in the event of a breach of these laws, which continue to evolve.

These factors and others could have an adverse impact on our business, financial condition or results of operations.

legislation, our global mix of earnings, the tax characteristics of our income, the timing and recognition of goodwill

The dollar and share information in the charts and tables in [removed: the] MD&A are in millions, except per share data.

The extent and nature of government [removed: actions] [added: actions, customer and end-consumer demand and the impact on our supply chain] varied during the years ended November 30, [added: 2022,] 2021 and 2020 based upon the then-current extent and severity of the COVID-19 pandemic within [removed: their respective countries] [added: the countries, localities] and [removed: localities.][added: markets where we do business.]

The effects of COVID-19 on consumer behavior have impacted the relative balance of at-home versus away-from-home food [added: consumption and] demand.

For comparative purposes, the following provides a summary of [added: our compounded annual] growth [added: rate] in net sales as reported and on a constant currency basis for the year ended [removed: 2021] [added: 2022] as compared to 2019:

| | | | For the year ended November 30, [removed: 2021] [added: 2022] as compared to the year ended November 30, 2019 | | | | | | | | |

The percentage change in [added: our compounded annual growth rate in] reported net sales and the percentage change on a constant currency basis were [added: favorably impacted by the acquisitions of Cholula and FONA and unfavorably impacted by the sale of Kitchen Basics.]

[removed: favorably impacted by the acquisitions of Cholula and FONA, which, in aggregate,] [added: In aggregate on a net basis, these factors] contributed [removed: 2.6%, 7.1%] [added: 0.6%, 2.1%] and [removed: 4.3%] [added: 1.3%] to the consumer segment, flavor solutions segment and total net sales growth rates, respectively, in the preceding table, on both a reported and constant currency basis.

The potential effects of [removed: COVID-19] [added: these recent events] also could impact us in a number of other ways including, but not limited to, variations in the level of our [added: sales,] profitability, [removed: laws and regulations affecting our business,] [added: cash flows,] fluctuations in foreign currency markets, the availability of future borrowings, the cost of borrowings, valuation of our pension assets and obligations, credit risks of our customers and counterparties, [added: laws] and [added: regulations affecting our business, and] potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets.

[removed: *Inflationary Cost Environment] [added: *Global Economic Conditions] and [removed: Supply Chain Disruption*] [added: Inflationary Cost Environment*] – During fiscal [removed: 2021,] [added: 2021 and 2022,] we experienced inflationary cost increases in our commodities, packaging materials and transportation costs.

We expect that these inflationary cost increases will continue but we expect they will be partially mitigated by [added: our planned 2023] pricing [removed: actions implemented in the fourth quarter of fiscal 2021, those that we plan to implement in fiscal 2022] [added: actions, our organization] and [added: streamlining actions, including our Global Operating Effectiveness Program, and] by our Comprehensive Continuous Improvement (CCI) program-led cost savings.

[removed: Sales growth:] [added: *Sales Growth* –] Over time, we expect to grow sales with similar contributions from: 1) our base business – driven by brand marketing support, category management, and differentiated customer engagement; 2) new products; and 3) acquisitions.

We measure the return on our brand marketing investment and have identified [removed: digital marketing as one of our highest return investments in brand marketing support.]

We have a [removed: solid] [added: strong] pipeline of flavor solutions products aligned with our customers’ new product launch plans, many of which include clean-label, organic, natural, and “better-for-you” innovation.

Information with respect to our [removed: three] [added: two] most recent acquisitions is provided below:

Cholula is a strong addition to [removed: McCormick’s] [added: our] global branded flavor portfolio, which broadens [removed: the Company’s offering] [added: our offerings] in the high growth hot sauce category to consumers and foodservice operators and accelerates our condiment growth opportunities with a complementary authentic Mexican flavor hot sauce in both our consumer and flavor solutions segments.

[removed: Cost savings] [added: *Cost Savings] and [removed: business transformation:] [added: Business Transformation* –] We are fueling our investment in growth with cost savings from our CCI program, an ongoing initiative to improve productivity and reduce costs throughout the organization, [removed: that also includes] [added: as well as] savings from the organization and streamlining actions described in note 3 of notes to our consolidated financial [removed: statements.][added: statements that includes our expected elimination of approximately $125 million of costs in 2023 and 2024 as part of our Global Operating Effectiveness program, including $100 million of supply costs and $25 million of costs across the remainder of the organization.]

[removed: In addition to funding] [added: Our CCI program funds] brand marketing support, product innovation and other growth [removed: initiatives, our CCI program helps offset higher costs and is contributing to higher operating income and earnings per share.][added: initiatives.]

[removed: From late 2018 through early 2020, we progressed in implementing] [added: We continue to progress] our global enterprise resource planning (ERP) replacement program which will enable us to accelerate the transformation of our ways of working and provide a scalable platform for growth.

We expect that, in total over the course of the ERP replacement program [removed: from late 2018 through 2025,] [added: for our major markets,] we will invest approximately $400 million, including expenses related to the go-live activities in our operations, to enable the anticipated completion of the [removed: global] roll out of our new information technology platform [added: to those markets] in [removed: 2024.][added: 2025.]

Of the approximately $200 million of operating expenses included in our projected total [removed: spending related to our ERP replacement program,] [added: spending,] approximately [removed: $85] [added: $122] million has been recognized through November 30, [removed: 2021.][added: 2022.]

Of the approximately $200 million of capitalized software included in our projected total [removed: spending related to our ERP program,] [added: spending,] approximately [removed: $115] [added: $137] million has been recognized through November 30, [removed: 2021.][added: 2022.]

[added: *Cash Flow* –] Net cash provided by operating activities was [removed: $828.3] [added: $651.5] million, [removed: $1,041.3] [added: $828.3] million and [removed: $946.8] [added: $1,041.3] million in [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively.

[removed: In 2021, we continued to have a balanced use of cash for debt repayment,] capital expenditures and the return of cash to shareholders through dividends and share repurchases.

We are using our cash to fund shareholder dividends, with annual increases in each of the past [removed: 36] [added: 37] years, and to fund capital expenditures and acquisitions.

In [removed: 2021,] [added: 2022,] the return of cash to our shareholders through dividends and share repurchases was [removed: $371.9] [added: $435.5] million.

[removed: Operating Results:] [added: *Operating Results* –] On a long-term basis, we expect a combination of acquisitions, share repurchases and debt repayments, and the resulting impact on interest expense, to add about 2% to earnings per share growth.

In [removed: 2021,] [added: 2022,] we achieved further growth of our business with net sales rising [removed: 12.8%] [added: 0.5%] over the [removed: 2020] [added: 2021] level due to the following factors:

- [removed: Pricing actions] [added: Acquisitions] contributed [removed: 0.8%] [added: 0.2%] of the increase in net sales.

- Net sales growth was [removed: positively] [added: negatively] impacted by fluctuations in currency rates that [removed: increased] [added: decreased] sales growth by [removed: 2.4%.][added: 2.5%.]

Excluding this impact, we grew sales by [removed: 10.4%] [added: 3.0%] over the prior year on a constant currency basis.

Operating income was [removed: $1,015.1] [added: $863.6] million in [removed: 2021] [added: 2022] and [removed: $999.5] [added: $1,015.1] million in [removed: 2020.][added: 2021.]

We recorded [removed: $51.1] [added: $51.6] million and [removed: $6.9] [added: $51.1] million of special charges in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, related to organization and streamlining actions.

In [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we also recorded [removed: $35.3] [added: $2.2] million and [removed: $12.4] [added: $35.3] million of transaction and integration expenses, respectively, related to our acquisitions of Cholula and FONA that reduced operating income.

In [removed: 2021,] [added: 2022,] compared to the year-ago period, the [added: unfavorable impact of increased commodity, packaging materials and transportation costs and higher conversion costs more than offset the] favorable impact of higher sales, [removed: $117.0] [added: which included the impact of pricing actions taken in response to the inflationary environment, $112] million of cost savings from our CCI program, including organization and streamlining actions, and lower incentive-based [removed: compensation more than offset the impact of increased commodity, packaging materials and transportation costs, higher conversion costs, which include costs associated with COVID-19, and increased brand marketing costs.][added: compensation.]

Excluding special charges and transaction and integration expenses related to our acquisitions of Cholula and FONA, adjusted operating income was [removed: $1,101.5] [added: $917.4] million in [removed: 2021, an increase] [added: 2022, a decrease] of [removed: 8.1%,] [added: 16.7%,] compared to [removed: $1,018.8] [added: $1,101.5] million in the year-ago period.

In constant currency, adjusted operating income [removed: rose 6.2%.][added: declined 15.5%.]

Diluted earnings per share was [removed: $2.80] [added: $2.52] in [removed: 2021] [added: 2022] and [removed: $2.78] [added: $2.80] in [removed: 2020.][added: 2021.]

Special charges and transaction and integration expenses lowered earnings per share by [removed: $0.30] [added: $0.15] and [removed: $0.05] [added: $0.30] in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Excluding the effects of special charges, transaction and integration expenses, [added: the gain realized from the sale of a business,] and the gain realized from the sale of an unconsolidated operation, adjusted diluted earnings per share was [removed: $3.05] [added: $2.53] in [removed: 2021] [added: 2022] and [removed: $2.83] [added: $3.05] in [removed: 2020,] [added: 2021,] or [removed: an increase] [added: a decrease] of [removed: 7.8%.][added: 17.0%.]

In [removed: 2022,] [added: 2023,] we expect to grow net sales over the [removed: 2021] [added: 2022] level by [removed: 3%] [added: 5%] to [removed: 5%,] [added: 7%,] which includes [removed: an estimated 1% unfavorable impact from currency rates, or 4% to 6% on] a [removed: constant] [added: minimal impact of foreign] currency [removed: basis.][added: rates.]

Our actual results for a year can vary from our long-term growth objectives.

Recent Events

Recent events impacting our business include global economic conditions, inflationary cost environment, disruption in our supply chain, the COVID-19 pandemic, and the ongoing conflict between Russia and Ukraine, each of which are further discussed below.

Each of these factors impacted our fiscal 2022 operating results and we expect each will impact our fiscal 2023 performance.

We expect elevated levels of cost inflation to persist throughout 2023, although at lower levels than experienced in 2022.

We anticipate in 2023 that these headwinds will be partially mitigated by pricing actions in response to inflation, supply chain productivity improvements and cost savings initiatives.

The effects of inflation have also resulted in central banks raising short-term interest rates and, as a result, we expect that our interest expense will increase in 2023.

While we expect the impacts of COVID-19 on our business to moderate, there still remains uncertainty around the pandemic, its effect on labor or other macroeconomic factors, its severity and duration, the continued availability and effectiveness of vaccines and actions taken by third parties or by government authorities in response, including restrictions, laws or regulations, or other responses.

Also, the ongoing conflict between Russia and Ukraine, and the sanctions imposed in response to this conflict, have increased global economic and political uncertainty.

While the impact of these factors remains uncertain, we continue to evaluate the extent to which they may impact our business, financial condition, or results of operations.

These and other uncertainties could result in changes to our current expectations.

There has been, and we expect there could continue to be, a difference between the timing of when the impact of cost inflation occurs and when these pricing and other actions impact our results of operations.

Additionally, in some instances the pricing actions we take have been impacted by price elasticity which unfavorably impacts our sales volume and mix.

Our interest expense is impacted by the overall global economic and interest rate environment.

The inflationary environment has also resulted in central banks raising short-term interest rates.

On November 30, 2022, we had total outstanding variable rate debt of approximately $1,295 million.

Our policy is to manage our interest rate risk by entering into both fixed and variable rate debt arrangements.

We also use interest rate swaps to achieve a desired mix of fixed and variable rate debt.

As of November 30, 2022, we had total outstanding fixed to variable interest rate swaps of $600 million notional.

We expect that our interest expense will increase in 2023 as a result of the higher interest rate environment.

*Supply Chain Disruption* – Over the past several years, as we have responded to demand volatility, COVID-19 and overall macroeconomic conditions, we have experienced pressures in our supply chain, including inefficiencies associated with demand volatility.

These pressures are in addition to the inflationary cost environment previously noted and have included strained availability of raw materials and transportation capacity, expedited shipping costs, costs incurred in response to COVID-19, incremental warehouse costs to store increased inventory associated with maintaining additional safety stock, additional use of co-manufacturers, and labor shortages and absenteeism, in part, associated with COVID-19.

The severity of those supply chain pressures varied over 2022, 2021 and 2020.

In response to the general economic conditions, inflationary cost environment, and the supply chain pressures and related inefficiencies, we expect to eliminate approximately $125 million of costs during 2023 and 2024, including $100 million of supply chain costs and $25 million of costs across the remainder of the organization under our Global Operating Effectiveness program.

The supply chain actions we are taking, and will continue to evaluate, include returning our manufacturing facilities to a more normal shift schedule, reducing headcount, and stabilizing turnover rates to reduce our labor costs; increasing our manufacturing capacity and automation to respond to the evaluated demand as well as reduce the use of co-manufacturers; and executing and evaluating initiatives to reduce the safety stock levels of our inventory that were put in place to protect against supply disruptions.

The

elimination of other costs across the organization will include a voluntary retirement program and other streamlining initiatives.

*COVID-19* – The COVID-19 pandemic has impacted our operating results.

However, uncertainty remains with the pandemic and such impact will ultimately depend on the length and severity of the pandemic, including new strains and variants of the virus; infection rates in the markets where we do business; the federal, state, and local government actions taken in response; vaccine effectiveness; and the macroeconomic environment.

While we continue to see strong levels of at-home consumption compared to pre-pandemic levels, the favorable impact of increased at-home meal preparation was less significant in the year ended November 30, 2022 as compared to 2021.

This change in consumer behavior was due in part to a decrease in the prevalence and scale of restrictive measures in place to reduce the spread of COVID-19 in the 2022 period as compared to 2021.

Conversely, we continue to see improvements in away-from-home demand associated with the COVID-19 recovery.

During the year ended November 30, 2022, our flavor solutions segment sales improved as away-from-home consumption increased as compared to 2021, in part, due to the continued easing of restrictive COVID-19 mitigation measures in many jurisdictions compared to those that were in place during 2021.

However, during 2022 the impact of restrictive measures related to COVID-19 resurgences in China negatively impacted consumer behavior in China as compared to 2021.

| Flavor Solutions segment | | | 7.7 | | % | (0.4) | | % | 8.1 | | % |

| Total net sales | | | 5.9 | | % | (0.3) | | % | 6.2 | | % |

*Conflict Between Russia and Ukraine* – The ongoing conflict between Russia and Ukraine, and the sanctions imposed in response to this conflict, have increased global economic and political uncertainty.

It is not possible to predict the broader or longer-term consequences of this conflict, or the sanctions imposed to date, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, energy and fuel prices, currency exchange rates and financial markets.

We announced on March 11, 2022, that we were suspending our business operations in Russia.

In May 2022, we made the decision to exit our consumer business in Russia.

On November 30, 2020, the Company effected a two-for-one stock split in the form of a stock dividend on all shares of the Company’s two classes of common stock.

On November 30, 2020, one like share was issued for each share outstanding to shareholders of record as of November 20, 2020.

All common stock and per share data have been retroactively adjusted to reflect the stock split.

*COVID-19* – As a result of the COVID-19 pandemic, governments around the world either recommended or mandated actions to slow the transmission of the virus that included shelter-in-place orders, quarantines, limitations on crowd size, closures of dine-in restaurants and bars, and significant restrictions on travel, as well as work restrictions that prohibited many employees from going to work.

Uncertainty with respect to the economic effects of the pandemic has significantly impacted not only our operating results but also the global economy.

The impact of COVID-19 on our consumer segment since the beginning of the pandemic has resulted in a significant increase in at-home consumption and related demand for our products.

In 2021, our flavor solutions segment benefited from a recovery in away-from-home eating that more than offset the net sales declines experienced in 2020 as a result of restrictions imposed to reduce the spread of COVID-19.

The COVID-19 mitigation measures in 2020 impacting certain of our flavor solutions customers included the following: (i) with respect to dine-in restaurants, closures, limitations on dine-in capacity, or restrictions on the operations of those restaurants to carry-out or delivery only; and (ii) with respect to quick service restaurants, limitations on operations to drive-through pick-up or delivery.

Although certain restrictive measures were reinstated during certain periods of 2021, the prevalence and scale of closures and operating limitations were less severe as compared to 2020.

| Consumer segment | | | 20.4 | | % | 2.1 | | % | 18.3 | | % |

| Flavor Solutions segment | | | 14.6 | | % | 0.8 | | % | 13.8 | | % |

| Total net sales | | | 18.1 | | % | 1.6 | | % | 16.5 | | % |

In early fiscal 2021, vaccines effective in combating COVID-19 were approved by health agencies in certain countries/regions in which we operate (including the U.S., U.K., European Union, Canada and Mexico) and began to be administered.

The availability of COVID-19 vaccines and their acceptance by individuals is difficult to predict, and vaccination levels vary across jurisdictions.

The pace and shape of the COVID-19 recovery as well as the impact and extent of COVID-19 variants or potential resurgences is not presently known.

These and other uncertainties with respect to COVID-19 could result in changes to our current expectations in addition to a number of adverse impacts to our business, including but not limited to additional disruption to the economy and consumers’ willingness and ability to spend, temporary or permanent closures by businesses that consume our products, such as restaurants, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable or, in the case of significant increased demand for our product, we may be unable to fulfill that increased demand.

As a result, it may be challenging to obtain and process raw materials to support our business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions.

Also, governments may impose other laws, regulations or taxes related to COVID-19 which could adversely impact our business, financial condition, or results of operations.

Further, if our customers’ businesses are similarly affected, they might delay or reduce purchases from us.

During fiscal 2021, we also experienced additional pressure in our supply chain due to strained transportation capacity, as well as due to labor shortages and absenteeism associated with COVID-19, together with the impact of the continued elevated demand.

In response to these supply chain pressures, we have taken actions build capacity as well as increase our supply chain related resources.

We expect these pressures to continue in 2022.

- On August 17, 2017, we acquired Reckitt Benckiser's Food Division (RB Foods) for approximately $4.2 billion.

The acquired iconic brands of RB Foods included French’s®, Frank’s RedHot® and Cattlemen’s®, which are a natural strategic fit with our robust global branded flavor portfolio.

We believe that these additions moved us to a leading position in the attractive U.S. condiments category and provide significant international growth opportunities for our consumer and flavor solutions segments.

The FONA and Cholula acquisitions contributed approximately one-third of our sales growth in 2021.

As more fully described in note 3 of notes to our consolidated financial statements, we expect to incur special charges of approximately $60 million to $65 million associated with our GE initiative of which approximately $40.7 million have been recognized through November 30, 2021.

In the second quarter of fiscal 2020, we elected to pause activity related to our ERP for the balance of fiscal 2020 due, in part, to COVID-19 restrictions that restricted necessary travel by internal and external ERP team members and made it difficult for local McCormick personnel to actively participate in the ERP development, data cleansing, and testing prior to then scheduled pilots later in fiscal 2020.

During fiscal 2021, we resumed activities related to our ERP replacement program.

The GE initiative is expected to generate annual savings, ranging from approximately $45 million to $55 million, once all actions are implemented, including those that are dependent on the replacement of our global ERP platform.

Cash flow: We continue to generate strong cash flow.

- We grew volume and product mix, which added 5.5% of sales growth, exclusive of acquisitions.

This growth was driven by increases in both our consumer and flavor solutions segments.

Increased net sales within our consumer segment was driven by strong demand due to a sustained shift in consumer behavior toward at-home meal preparation, which was first seen in 2020 as a response to actions taken to mitigate the spread of COVID-19.

Increased net sales within our flavor solutions segment was principally driven by sales of away-from-home products as compared to 2020, when actions taken to mitigate the spread of COVID-19 significantly impacted demand.

- Acquisitions contributed 4.1% of the increase in net sales.

The year-on-year increase in earnings per share was primarily driven by higher operating income.

*2022 Outlook*

That anticipated 2022 sales growth includes the impact of pricing actions, including those taken in 2021, to partially offset cost increases.

We expect the impact of pricing to be a significant driver of our sales growth.

Cholula, a premium Mexican hot sauce brand, is a strong addition to [removed: McCormick’s] [added: our] global branded flavor portfolio, which broadens [removed: the Company’s offering] [added: our offerings] in the high growth hot sauce category to consumers and foodservice operators and accelerates our condiment growth opportunities with a complementary authentic Mexican flavor hot sauce.

We offer our customers and consumers a range of [removed: products] [added: products, extending from premium] to [added: value-priced, to] meet the increasing demand for certain product attributes such as clean-label, organic, natural, reduced sodium, gluten-free and non-GMO (genetically modified [removed: organisms) and that extend from premium to value-priced.][added: organisms).]

In [removed: 2021,] [added: 2022,] the consumer segment contributed approximately [removed: 62%] [added: 59%] of consolidated net sales and [removed: 75%] [added: 80%] of consolidated operating income, and the flavor solutions segment contributed approximately [removed: 38%] [added: 41%] of consolidated net sales and [removed: 25%] [added: 20%] of consolidated operating income.

In the Europe, Middle East and Africa (EMEA) region, our major brands include the Ducros®, Schwartz®, Kamis® and [removed: Drogheria & Alimentari®] [added: La Drogheria®] brands of spices, herbs and seasonings and an extensive line of Vahiné® brand dessert items.

[added: In Australia, we market our spices and] seasonings under the McCormick brand, our dessert products under the Aeroplane® brand, and packaged chilled herbs under the Gourmet Garden brand.

[removed: In the condiments and sauces category, we] are [removed: one of the brand leaders globally and in the U.S. There are] numerous competitive brands of spices and seasonings, and condiments and sauces in the U.S. and additional brands in international markets.

Our customers span a variety of retailers that include grocery, mass merchandise, warehouse clubs, discount and drug stores, and e-commerce [removed: retailers] [added: retailers,] served directly and indirectly through distributors or wholesalers.

In our businesses in China [removed: and] [added: and, prior to 2022,] India, foodservice sales are managed by and reported in our consumer segment.

The foodservice customers are supplied with branded, packaged products both directly by us and indirectly through distributors, with the exception of our businesses in China [removed: and] [added: and, prior to 2022,] India, where foodservice sales are managed by and reported in our consumer segment.

The most significant raw materials used in our business are dairy products, pepper, [added: onion,] capsicums (red peppers and paprika), [removed: onion, vanilla,] garlic, [added: wheat products, vegetable oils,] and [removed: salt.][added: vanilla.]

Because [removed: the] [added: these] raw materials are agricultural products, they are subject to fluctuations in market price and availability caused by weather, growing and harvesting conditions, market conditions, [added: including inflationary cost increases,] and other factors beyond our control.

In addition, we rely on third-party transportation providers to deliver raw materials as well as our [removed: product] [added: products] to our customers.

Reduced availability of transportation capacity due to labor [removed: shortages, primarily as a result of the COVID-19 pandemic,] [added: shortages and higher fuel costs] has caused an increase in the cost of transportation for us and our suppliers.

Sales to one of our consumer segment customers, Wal-Mart Stores, Inc., accounted for approximately [added: 12% of consolidated sales in 2022,] 11% of consolidated sales in 2021 and [removed: 2020 and] 12% of consolidated sales in [removed: 2019.][added: 2020.]

Sales to one of our flavor solutions segment customers, PepsiCo, Inc., [removed: accounted for approximately 11% of consolidated sales in 2021, 2020 and 2019.]

In [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] the top three customers in our flavor solutions segment represented between [removed: 48%] [added: 47%] and 52% of our global flavor solutions sales.

Although in the aggregate these trademarks are material to our business, the loss of any one of those trademarks, with the exception of our “McCormick,” “French’s ,” “Frank’s RedHot,” “Lawry’s,” “Zatarain’s,” “Cholula,” “Stubb's,” “Club House,” “Ducros,” “Schwartz,” “Vahiné,” "OLD BAY," "Simply Asia," "Thai Kitchen," [removed: "Kitchen Basics,"] “Kamis,” [removed: “Drogheria & Alimentari,”] [added: “La Drogheria,”] "DaQiao," and "Gourmet Garden" trademarks, would not have a material adverse effect on our business.

Due to seasonal factors inherent in our business, our sales, income and cash from operations generally are [removed: lower in the first two quarters of the fiscal year, increase in the third quarter and are significantly] higher in the fourth quarter due to the holiday season.

For a description of our liquidity and capital resources, see note 6 of [removed: the accompanying] [added: notes to our consolidated] financial statements and the “Liquidity and Financial Condition” section of “Management’s Discussion and Analysis.”

[removed: Additionally, in] [added: In] the consumer segment, we are building brand recognition and loyalty through advertising and promotions.

[removed: Additionally, in] [added: In] our flavor solutions segment, we are differentiated by our culinary and consumer inspired flavor development as well [added: as] the breadth of our product offering and customer engagement.

In the United States, the safety, production, transportation, distribution, advertising, labeling and sale of many of our products and their ingredients are subject to the Federal Food, Drug, and Cosmetic Act; the Food Safety Modernization Act; the Federal Trade Commission Act; state consumer protection laws; competition laws, anti-corruption laws, customs and trade laws; federal, state and local workplace health and safety laws; [added: privacy laws;] various federal, state and local environmental protection laws; and various other federal, state and local statutes and regulations.

We have various employee ambassador groups that provide a supportive, [added: collaborative space for employees to come together to promote inclusion.]

We had approximately [removed: 14,000] [added: 14,200] full-time employees worldwide as of November 30, [removed: 2021.][added: 2022.]

Our operations have not been affected significantly by work stoppages, other than those associated with temporary closures of plants related to the COVID-19 [removed: pandemic in fiscal 2020] [added: pandemic,] and, in the opinion of management, employee relations are good.

In addition to the executive officers indicated in the [removed: 2022] [added: 2023] Proxy Statement incorporated by reference in Part III, Item 10 of this Report, the other executive officer of McCormick is [removed: Lisa B.][added: Sarah Piper.]

Ms. [removed: Manzone] [added: Piper] is [removed: 57] [added: 46] years old and has held the position of [removed: Senior Vice President,] [added: Chief] Human Relations [added: Officer] since [removed: June 2015.][added: December 2022.]

In fiscal year [removed: 2021,] [added: 2022,] approximately [removed: 40%] [added: 38%] of sales were from non-U.S. operations.

These statements may [removed: be identified by the use of words such as “may,” “will,” “expect,” "should," "anticipate," "intend," “believe” and “plan.” These statements may] relate to: the impact of the COVID-19 pandemic on our business, suppliers, consumers, customers, and employees; disruptions or inefficiencies in the supply chain, including any impact of COVID-19; the expected results of operations of businesses acquired by the [removed: company, including the acquisitions of Cholula and FONA;] [added: Company;] the expected impact of the inflationary cost environment, including commodity, packaging materials and transportation costs on our business; the expected impact of pricing actions on the [removed: company's] [added: Company's] results of operations and gross margins; the [added: impact of price elasticity on our sales volume and mix; the] expected impact of factors affecting our supply chain, including transportation capacity, labor shortages, and absenteeism; the expected impact of productivity improvements, including those associated with our Comprehensive Continuous Improvement (CCI) [removed: program] [added: program, streamlining actions, including our Global Operating Effectiveness Program (GOEP)] and global enablement initiative; [added: the impact of the ongoing conflict between Russia and Ukraine, including the potential for broader economic disruption;] expected working capital improvements; expectations regarding growth potential in various geographies and markets, including the impact from customer, channel, category, and e-commerce expansion; expected trends in net sales and earnings performance and other financial measures; the expected timing and costs of implementing our business transformation initiative, which includes the implementation of a global enterprise resource planning (ERP) system; the expected impact of accounting pronouncements; the expectations of pension and postretirement plan contributions and anticipated charges associated with those plans; the holding period and market risks associated with financial instruments; the impact of foreign exchange fluctuations; the adequacy of internally generated funds and existing sources of liquidity, [removed: such as the availability of bank financing; the anticipated sufficiency of future cash flows to enable the payments of interest and repayment of short- and long-term debt as well as quarterly dividends and the ability to issue additional debt securities; and expectations regarding purchasing shares of McCormick's common stock under the existing repurchase authorization.]

Results may be materially affected by factors such as: the company's ability to drive revenue growth; the company's ability to increase pricing to offset, or partially offset, inflationary pressures on the cost of our products; damage to the company's reputation or brand name; loss of brand relevance; increased private label use; [added: the company's ability to drive productivity improvements, including those related to our CCI program and streamlining actions, including our GOEP;] product quality, labeling, or safety concerns; negative publicity about our products; actions by, and the financial condition of, competitors and customers; the longevity of mutually beneficial relationships with our large customers; the ability to identify, interpret and react to changes in consumer preference and demand; business interruptions due to natural disasters, unexpected events or public health [removed: crisis,] [added: crises,] including COVID-19; issues affecting the company's supply chain and procurement of raw materials, including fluctuations in the cost and availability of raw and packaging materials; labor shortage, turnover and labor cost increases; [added: the impact of the ongoing conflict between Russia and Ukraine, including the potential for broader economic disruption;] government regulation, and changes in legal and regulatory requirements and enforcement practices; the lack of successful acquisition and integration of new businesses; global economic and financial conditions generally, [removed: including the on-going impact of the exit of the United Kingdom (U.K.) from the European Union,] availability of financing, interest and inflation rates, and the imposition of tariffs, quotas, trade barriers and other similar restrictions; foreign currency fluctuations; the effects of increased level of debt service following the Cholula and FONA acquisitions as well as the effects that such increased debt service may have on the company's ability to borrow or the cost of any such additional borrowing, our credit rating, and our ability to react to certain economic and industry conditions; risks associated with the phase-out of LIBOR; impairments of indefinite-lived intangible assets; assumptions we have made regarding the investment return on retirement plan assets, and the costs associated with pension obligations; the stability of credit and capital markets; risks associated with the company's information technology systems, including the threat of data breaches and cyber-attacks; the company's inability to successfully implement our business transformation initiative; fundamental changes in tax laws; including interpretations and assumptions we have made, and guidance that may be issued, and volatility in our effective tax rate; climate change; Environmental, Social and Governance (ESG) matters; infringement of intellectual property rights, and those of customers; litigation, legal and administrative proceedings; the company's inability to achieve expected and/or needed cost savings or margin improvements; negative employee relations; and other risks described herein under Part I, Item 1A "Risk Factors."

In the condiments and sauces category, we are one of the brand leaders globally and in the U.S. There

There has been, and there could continue to be, a difference between the timing of when these customer price adjustments and cost savings impact our results of operations and when the impact of cost inflation occurs.

Additionally, in some instances the pricing actions we take have been impacted by price elasticity which unfavorably impacts our sales volume and mix.

accounted for approximately 11% of consolidated sales in 2022, 2021 and 2020.

We prioritize the mental health and

wellness of our employees by offering and encouraging participation in various programs and initiatives.

Starting in 2017, Ms. Piper served as Vice President of Total Rewards.

In 2020, she assumed the role of Vice President, Human Relations for the Americas.

Prior to holding her most current position, she served as Senior Vice President, Global Human Relations Business Partners where she was responsible for leading the global HR Business Partner organization to deliver human capital strategies.

These statements may be identified by the use of words such as “may,” “will,” “expect,” "should," "anticipate," "intend," “believe” and “plan” and similar expressions.

such as the availability of bank financing; the anticipated sufficiency of future cash flows to enable the payments of interest and repayment of short- and long-term debt, working capital needs, planned capital expenditures, and quarterly dividends; our ability to obtain additional short- and long- term financing or issue additional debt securities; and expectations regarding purchasing shares of McCormick's common stock under the existing repurchase authorization.

In August 2017, we completed the acquisition of Reckitt Benckiser's Food Division (RB Foods) from Reckitt Benckiser Group plc.

The purchase price was approximately $4.2 billion.

The iconic brands we acquired from RB Foods included French’s®, Frank’s RedHot® and Cattlemen’s®, which are a natural strategic fit with our robust global branded flavor portfolio.

We believe that these additions moved us to a leading position in the attractive U.S. Condiments category, while providing significant international growth opportunities for our consumer and flavor solutions segments.

In Australia, we market our spices and

collaborative space for employees to come together to promote inclusion.

Since the onset of COVID-19 in 2020, our employees have demonstrated resiliency, agility and engagement in support of business continuity despite the challenges that have arisen in the pandemic.

Manzone.

For the fiscal year ended November 30, [removed: 2021][added: 2022]

The aggregate market value of the Voting Common Stock held by non-affiliates at May 31, [removed: 2021: $1,571,749,434][added: 2022: $1,614,689,363]

The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May 31, [removed: 2021: $22,192,789,818][added: 2022: $23,223,291,177]

| Proxy Statement for McCormick’s March [removed: 30, 2022] [added: 29, 2023] Annual Meeting of Stockholders (the [removed: “2022] [added: “2023] Proxy Statement”) | | | Part III | | |

| Common Stock | | | 17,380,371 | | | December 30, 2022 | | |

| Common Stock Non-Voting | | | 250,721,185 | | | December 30, 2022 | | |

| Common Stock | | | 17,789,317 | | | December 31, 2021 | | |

| Common Stock Non-Voting | | | 249,742,929 | | | December 31, 2021 | | |

[removed: Cuautitlan] [added: Cuautitlán] de Romero Rubio–flavor solutions

In addition to distribution facilities and warehouse space available at our manufacturing facilities, we lease regional distribution facilities as follows (i) in the U.S.: [removed: Belcamp] [added: Baltimore, Belcamp,] and Aberdeen, Maryland; Salinas, California; Byhalia, Mississippi; Irving, Texas; and Springfield, Missouri; (ii) in Canada: Mississauga and London, Ontario; (iii) in Heywood, U.K. and (iv) in Compans, France.

Geneva, Illinois–flavor solutions

The market price of our common stock at the close of business on December [removed: 31, 2021] [added: 30, 2022] was [removed: $95.39] [added: $82.17] per share for the Common Stock and [removed: $96.61] [added: $82.89] per share for the Common Stock Non-Voting.

The approximate number of holders of our common stock based on record ownership as of December [removed: 31, 2021] [added: 30, 2022] was as follows:

| Common Stock Non-Voting, par value $0.01 per share | | | [removed: 9,400] [added: 9,300] | | |

The following table summarizes our purchases of Common Stock (CS) and Common Stock Non-Voting (CSNV) during the fourth quarter of [removed: 2021:][added: 2022:]

As of November 30, [removed: 2021,] [added: 2022,] approximately [removed: $576] [added: $537] million remained of a $600 million share repurchase authorization approved by the Board of Directors in November 2019.

During fiscal [removed: 2021,] [added: 2022,] we issued [removed: 617,155] [added: 1,168,764] shares of CSNV in exchange for shares of CS and issued [removed: 14,262] [added: 37,024] shares of CS in exchange for shares of CSNV.

| September 1, 2022 to September 30, 2022 | | | CS-0 CSNV-0 | | | \- \- | | | \- \- | | | $550 million | | |

| October 1, 2022 to October 31, 2022 | | | CS-0 CSNV-0 | | | \- \- | | | \- \- | | | $550 million | | |

| November 1, 2022 to November 30, 2022 | | | CS-160,000 CSNV-0 | | | $79.34 \- | | | 160,000 \- | | | $537 million | | |

| Total | | | CS-160,000 CSNV-0 | | | $79.34 \- | | | 160,000 \- | | | $537 million | | |

| September 1, 2021 to September 30, 2021 | | | CS-33,191 (1) CSNV-0 | | | $85.75 \- | | | 33,191 \- | | | $579 million | | |

| October 1, 2021 to October 31, 2021 | | | CS-11,640 CSNV-1,600 | | | $79.88 $80.96 | | | 11,640 1,600 | | | $578 million | | |

| November 1, 2021 to November 30, 2021 | | | CS-18,007 (2) CSNV-0 | | | $85.68 \- | | | 18,007 \- | | | $576 million | | |

| Total | | | CS-62,838 CSNV-1,600 | | | $84.64 $80.96 | | | 62,838 1,600 | | | $576 million | | |

(1)On September 1, 2021 and September 29, 2021, we purchased 15,870 shares and 17,321 shares, respectively, of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company stock fund.

The price paid per share represented the closing price of the common shares on September 1, 2021 and September 29, 2021, respectively.

(2)On November 23, 2021, we purchased 18,007 shares of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company stock fund.

The price paid per share represented the closing price of the common shares on November 23, 2021.

Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, based on our assessment, we have concluded with reasonable assurance that our internal control over financial reporting was effective as of November 30, [removed: 2021.][added: 2022.]

Our internal control over financial reporting as of November 30, [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP.

[removed: ][added: ]

| [removed: *Chairman, President] [added: *Chairman] &* *Chief Executive Officer* | | |

[removed: ][added: ]

[removed: ][added: ]

We have audited McCormick & Company, Incorporated’s internal control over financial reporting as of November 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, McCormick & Company, Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 30, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated income statements, statements of comprehensive income, cash flow statements and statements of shareholders’ equity for each of the three years in the period ended November 30, [removed: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the Index at item 15(2) and our report dated January [removed: 27, 2022] [added: 26, 2023] expressed an unqualified opinion thereon.

[removed: ][added: ]

[removed: January 27,] [added: |] 2022 [added: | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of McCormick & Company, Incorporated (the Company) as of November 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated income statements, statements of comprehensive income, cash flow statements and statements of shareholders’ equity for each of the three years in the period ended November 30, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at item 15(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended November 30, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of November 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January [removed: 27, 2022] [added: 26, 2023] expressed an unqualified opinion thereon.

[removed: Basis for OpinionThese] [added: These] financial statements are the responsibility of the Company's management.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | At November 30, [removed: 2021,] [added: 2022,] the Company's indefinite-lived intangible assets consist of brand names and trademarks with an aggregate carrying value of approximately [removed: $3.1] [added: $3.0] billion. As explained in Note 1 to the consolidated financial statements, these assets are assessed for impairment at least annually using the relief-from-royalty methodology to determine their fair values. If the fair value of any brand name or trademark is less than its carrying amount, an impairment loss is recognized in an amount equal to the difference. Auditing the Company's impairment assessments is complex due to the significant estimation required in determining the fair value of the brand names and trademarks. Significant management judgment is also involved in determining whether individual brand names and trademarks should be grouped for purposes of the fair value determination or must be evaluated individually. The Company's methodologies for estimating the fair value of these assets involve significant assumptions and inputs, including projected financial information for net sales and operating profit by brand, royalty rates, and discount rates, all of which are sensitive to and affected by economic, industry, and company-specific qualitative factors. These significant assumptions and inputs are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the Company’s indefinite-lived intangible asset impairment assessment, including controls over management’s review of its asset groupings and the significant assumptions described above. We tested controls over the review of methodologies used, significant assumptions and inputs, and completeness and accuracy of the data used in the measurements. To test the estimated fair value of the Company’s indefinite-lived intangible assets, we performed audit procedures that included, among others, evaluating the asset groupings used by the Company to perform its impairment assessment, assessing the [removed: methodologies] [added: methodologies,] and testing the significant assumptions discussed above and the underlying data used by the Company in its analyses. We compared the significant assumptions to current industry, market and economic trends, to the Company's historical results, to other guideline companies within the same industry, and to other relevant data. In addition, we evaluated management’s ability to estimate net sales by comparing the current year actual net sales for certain brand names or trademarks to the estimates made in the Company’s prior year impairment assessment. We also performed sensitivity analyses of certain significant assumptions to evaluate the potential change in the fair values of the brand names and trademarks resulting from hypothetical changes in underlying assumptions. We used an internal valuation specialist to assist in our evaluation of the methodologies used and significant assumptions and inputs used by the Company to determine the estimated fair value of certain brand names and trademarks. | | |

| for the year ended November 30 (millions except per share data) | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 6,317.9] [added: 6,350.5] | | $ | [removed: 5,601.3] [added: 6,317.9] | | $ | [removed: 5,347.4] [added: 5,601.3] | |

| Cost of goods sold | | | [removed: 3,823.3] [added: 4,076.0] | | | [removed: 3,300.9] [added: 3,823.3] | | | [removed: 3,202.1] [added: 3,300.9] | | |

| Gross profit | | | [removed: 2,494.6] [added: 2,274.5] | | | [removed: 2,300.4] [added: 2,494.6] | | | [removed: 2,145.3] [added: 2,300.4] | | |

| Selling, general and administrative expense | | | [removed: 1,404.1] [added: 1,357.1] | | | [removed: 1,281.6] [added: 1,404.1] | | | [removed: 1,166.8] [added: 1,281.6] | | |

| Transaction and integration expenses | | | [removed: 29.0] [added: 2.2] | | | [removed: 12.4] [added: 29.0] | | | [removed: —] [added: 12.4] | | |

| Special charges | | | [removed: 46.4] [added: 51.6] | | | [removed: 6.9] [added: 46.4] | | | [removed: 20.8] [added: 6.9] | | |

| Operating income | | | [removed: 1,015.1] [added: 863.6] | | | [removed: 999.5] [added: 1,015.1] | | | [removed: 957.7] [added: 999.5] | | |

| Interest expense | | | [removed: 136.6] [added: 149.1] | | | [removed: 135.6] [added: 136.6] | | | [removed: 165.2] [added: 135.6] | | |

| Other income, net | | | [removed: 17.3] [added: 98.3] | | | [removed: 17.6] [added: 17.3] | | | [removed: 26.7] [added: 17.6] | | |

| Income from consolidated operations before income taxes | | | [removed: 895.8] [added: 812.8] | | | [removed: 881.5] [added: 895.8] | | | [removed: 819.2] [added: 881.5] | | |

| Income tax expense | | | [removed: 192.7] [added: 168.6] | | | [removed: 174.9] [added: 192.7] | | | [removed: 157.4] [added: 174.9] | | |

| Net income from consolidated operations | | | [removed: 703.1] [added: 644.2] | | | [removed: 706.6] [added: 703.1] | | | [removed: 661.8] [added: 706.6] | | |

| Income from unconsolidated operations | | | [removed: 52.2] [added: 37.8] | | | [removed: 40.8] [added: 52.2] | | | [removed: 40.9] [added: 40.8] | | |

| Net income | | | $ | [removed: 755.3] [added: 682.0] | | $ | [removed: 747.4] [added: 755.3] | | $ | [removed: 702.7] [added: 747.4] | |

| Earnings per share–basic | | | $ | [removed: 2.83] [added: 2.54] | | $ | [removed: 2.80] [added: 2.83] | | $ | [removed: 2.65] [added: 2.80] | |

| Earnings per share–diluted | | | $ | [removed: 2.80] [added: 2.52] | | $ | [removed: 2.78] [added: 2.80] | | $ | [removed: 2.62] [added: 2.78] | |

| for the year ended November 30 (millions) | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net income attributable to non-controlling interest | | | [removed: 8.0] [added: 6.2] | | | [removed: 4.3] [added: 8.0] | | | [removed: 1.9] [added: 4.3] | | |

| Unrealized components of pension and other postretirement plans | | | [removed: 134.8] [added: 149.2] | | | [removed: (80.4)] [added: 134.8] | | | [removed: (149.8)] [added: (80.4)] | | |

January 26, 2023

Basis for Opinion


January 26, 2023

| Net income | | | $ | 682.0 | | $ | 755.3 | | $ | 747.4 | |

| for the year ended November 30 (millions) | | | 2022 | | | 2021 | | | 2020 | | |

| Net income | | | $ | 682.0 | | $ | 755.3 | | $ | 747.4 | |

| Gain on the sale of a business and intangible asset | | | (63.2) | | | — | | | — | | |

| Proceeds from sale of business | | | 95.2 | | | — | | | — | | |

| Proceeds from sale of intangible asset | | | 13.6 | | | — | | | — | | |

| Dividends | | | | | | | | | — | | | (402.3) | | | — | | | — | | | (402.3) | | |

| Shares purchased and retired | | | (0.7) | | | — | | | (20.0) | | | (39.6) | | | — | | | — | | | (59.6) | | |

| Shares issued | | | 1.4 | | | — | | | 43.2 | | | — | | | — | | | — | | | 43.2 | | |

| Balance, November 30, 2022 | | | 17.4 | | | 250.6 | | | $ | 2,138.6 | | $ | 3,022.5 | | $ | (480.6) | | $ | 18.7 | | $ | 4,699.2 | |

sheet.

| Net sales | | | $ | 4,551.7 | | $ | 1,116.4 | | $ | 682.4 | | $ | 6,350.5 | |

accrued liabilities" or "Other long-term liabilities" depending on their fair value and maturity.

There was no material impact to our consolidated financial statements.

In December 2022, the FASB issued ASU No. 2022-06 *Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848* which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.

Arrangements that were entered into during the year ended November 30, 2022, including our new revolving credit facility expiring in July 2023, fixed to variable interest rate swaps expiring in April 2030, and cross-currency interest rate swaps expiring in April 2030, no longer use LIBOR as a

reference rate.

LIBOR continues to be the reference rate for our variable rate debt, including our revolving credit facility expiring in July 2026, interest rate swaps expiring in November 2025 and August 2027, and the cross-currency interest rate swaps expiring in August 2027.

The phase out of LIBOR reference rates will occur at different dates and began on January 1, 2022.

Our adoption of this new standard occurred during the year ended November 30, 2022, in conjunction with the first phase-out of a LIBOR reference rate.

There was no material impact to our consolidated financial statements, nor do we expect the adoption of this standard to have a material impact on our consolidated financial statements during the LIBOR transition period.

In September 2022, the FASB issued ASU No. 2022-04: *Liabilities - Supplier Finance Programs (Topic 450-50): Disclosure of Supplier Finance Program Obligations* that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a roll forward of those obligations.

The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations.

The new standard’s requirement to disclose a roll forward of obligations outstanding will be effective for our fiscal year ending November 30, 2025.

Early adoption is permitted.

ACQUISITIONS AND DISPOSITIONS

Disposal of Kitchen Basics

On August 3, 2022, we sold the Kitchen Basics business for $95.2 million in cash, net of transaction expenses of $3.8 million.

Assets disposed of principally included inventory, intangible assets ($6.3 million) and goodwill ($21.5 million).

The sale of Kitchen Basics resulted in a pre-tax gain of $49.6 million.

| Cash | | | 7.4 | | | 18.7 | | | 2.8 | | |

| Non-Cash | | | 24.0 | | | 17.2 | | | — | | |

| Gain on sale of exited brand | | | (13.6) | | | — | | | — | | |

| Total special charges | | | $ | 51.6 | | $ | 51.1 | | $ | 6.9 | |

During 2022, we recorded $51.6 million of special charges, consisting principally of $23.3 million associated with the exit of our consumer business in Russia, as more fully described below, $21.5 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $8.0 million in the Americas region, and $7.1 million in the EMEA region, and $5.6 million associated with a U.S. voluntary retirement program, as more fully described below.

These charges were partially offset by a $13.6 million gain on the sale of our Kohinoor brand, discussed below, as well as a reversal of $2.2 million of estimated costs associated with the

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Valuation of Acquired Intangible Assets | | |

| *Description of the Matter* | | | During fiscal 2021, the Company completed its acquisition of FONA International, LLC for net consideration of $708 million, and recognized identifiable intangible assets of $401 million, as disclosed in Note 2 to the consolidated financial statements. The transaction was accounted for as a business combination. Auditing the Company's purchase accounting for its acquisition of FONA International, LLC was complex due to the significant estimation required by management to determine the fair value of the acquired intangible assets, which consisted of customer relationships, trade names, and intellectual property. The estimation complexity was primarily due to the valuation models used to measure the fair value of the intangible assets and the sensitivity of the respective fair values to the significant underlying assumptions. The significant assumptions used to estimate the fair value of the intangible assets included discount rates, royalty rates, customer attrition, and certain assumptions that form the basis of the forecasted results (e.g. net sales and operating profit metrics). These significant assumptions are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its accounting for acquisitions. For example, we tested controls over the recognition and measurement of intangible assets, including the valuation models and underlying assumptions used to develop such estimates. We also tested management’s controls over the completeness and accuracy of the data used in the models. To test the estimated fair value of the intangible assets, we performed audit procedures that included, among others, evaluating the Company's valuation models and testing the significant assumptions used in the models, as well as testing the completeness and accuracy of the underlying data. We compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, and to the historical results of the acquired business. We also involved an internal valuation specialist to assist in our evaluation of the significant assumptions and those procedures included the completion of independent calculations of the fair value of the acquired intangible assets. | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, November 30, 2018 | | | 19.1 | | | 245.1 | | | $ | 1,770.6 | | $ | 1,760.2 | | $ | (359.9) | | $ | 11.3 | | $ | 3,182.2 | |

| Dividends | | | | | | | | | — | | | (309.3) | | | — | | | — | | | (309.3) | | |

| Shares purchased and retired | | | (0.4) | | | (1.2) | | | (15.4) | | | (97.8) | | | — | | | — | | | (113.2) | | |

| Shares issued | | | 3.0 | | | 0.2 | | | 96.2 | | | — | | | — | | | — | | | 96.2 | | |

exceeding the expected life of the product.

The net book value of capitalized software includes $12.2 million and $86.7 million at November 30, 2021 and 2020, respectively, which had not yet been placed into service and relates to our future implementation of a global enterprise resource planning (ERP) system.

| 2019 | | | | | | | | | | | | | | |

| Net sales | | | $ | 3,711.3 | | $ | 986.1 | | $ | 650.0 | | $ | 5,347.4 | |

Research and development expense was $87.3 million, $68.6 million and $67.3 million for 2021, 2020 and 2019, respectively.

Stock Split

In our consolidated cash flow statement, settlements of cash flow and fair value hedges are classified as operating activities; settlements of all other derivative instruments, including instruments for which hedge accounting has been discontinued, are classified consistent with the nature of the instruments.

In January 2017, the FASB issued ASU No. 2017-04 *Intangibles*—*Goodwill and Other Topics (Topic 350)*: *Simplifying the Test for Goodwill Impairment.* This guidance eliminates the requirement to calculate the implied fair value of goodwill of a reporting unit to measure a goodwill impairment charge.

Instead, a company will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value.

This new standard

was adopted effective December 1, 2020 and will be applied upon recognition of any future goodwill impairment charge.

This ASU has not had a material impact on our financial statements.

In June 2016, the FASB issued ASU No. 2016-13 *Financial Instruments*—*Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments*, which instituted a new model for recognizing credit losses on financial instruments that are not measured at fair value.

As this ASU did not have a material impact on our consolidated financial statements upon adoption, a cumulative-effect adjustment to retained earnings was not necessary.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

ACQUISITIONS

The purchase price of FONA was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

We estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, and estimates made by management.

The final purchase price allocation for FONA resulted in the following fair value allocations, net of cash acquired (in millions):

| Trade accounts receivable | | | $ | 12.4 | |

| Inventories | | | 10.3 | | |

| Goodwill | | | 389.7 | | |

| Property, plant and equipment | | | 36.3 | | |

| Other assets | | | 5.5 | | |

| Trade accounts payable | | | (3.7) | | |

| Deferred taxes | | | (0.3) | | |

| Total | | | $ | 708.2 | |

We determined the fair value of intangible assets using the following methodologies.

We valued the acquired brand names and trademarks and intellectual property using the relief from royalty method, an income approach.

Management’s report on our internal control over financial reporting and the report of our Independent Registered Public Accounting Firm on internal control over financial reporting are included in our [removed: 2021] [added: 2022] financial statements in Item 8 of this Report under the captions entitled “Report of Management” and "Report of Independent Registered Public Accounting Firm.”

During our fourth quarter of 2021, we migrated certain financial processing systems as part of our enterprise resource planning (ERP) replacement program which will enable us to accelerate the transformation of our ways of working and provide a scalable platform for growth.

We expect future migration of financial processing systems throughout all parts of our business over the course of the ERP replacement program through 2025.

In connection with these implementations and resulting business process changes, we continue to enhance the design and documentation of our internal control over financial reporting processes to maintain effective controls over our financial reporting.

Information responsive to this item is set forth in the sections titled “Corporate Governance” and “Election of Directors” in our [removed: 2022] [added: 2023] Proxy Statement, incorporated by reference herein, to be filed within 120 days after the end of our fiscal year.

Information responsive to this item is incorporated herein by reference to the sections titled “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation and Human Capital Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative to the Summary Compensation Table,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested in Last Fiscal Year,” “Retirement Benefits,” “Non-Qualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation [added: and Human Capital] Committee Interlocks and Insider Participation” and “Equity Compensation Plan Information” in the [removed: 2022] [added: 2023] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the sections titled “Principal Stockholders,” “Election of Directors” and “Equity Compensation Plan Information” in the [removed: 2022] [added: 2023] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the section entitled “Corporate Governance” in the [removed: 2022] [added: 2023] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the section titled “Report of Audit Committee" and "Fees of Independent Registered Public Accounting Firm” in the [removed: 2022] [added: 2023] Proxy Statement.

Our independent registered public accounting firm is Ernst & Young LLP, Baltimore, Maryland, PCAOB ID: 00042.

The Consolidated Financial Statements for McCormick & Company, Incorporated and related notes, together with the Report of Management, and the Reports of Ernst & Young LLP dated January [removed: 27, 2022,] [added: 26, 2023,] are included herein in Part II, Item 8.

| | | | | | | [Articles of Amendment to Charter of McCormick & Company, Incorporated dated April 2, 2021](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) | | | [Incorporated by reference from [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [3](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[(i)](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [of](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [McCormick's] [added: Exhibit 3(i) of McCormick's] Form 10-Q for the [removed: quar](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[ter] [added: quarter] ended May 31, [removed: 2021](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[,](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [File](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [No.](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [1](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[\-1](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[4](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[92](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[0](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[,](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [as] [added: 2021, File No. 1-14920, as] filed with the Securities and Exchange Commission [removed: on](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [July](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm) [](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[1](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[, 20](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm)[21](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm).] [added: on July 1, 2021](http://www.sec.gov/Archives/edgar/data/63754/000006375421000120/mkc-5312021xexhibit3i.htm).] | | |

| | | | [removed: (iv)] [added: (v)] | | | [Form of [removed: 2.70%] [added: 3.15%] notes due [removed: 2022,] [added: 2024,] incorporated by reference from Exhibit [removed: 4.2] [added: 4.3] of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex42.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex43.htm)] | | | | | |

| | | | [removed: (v)] [added: (iv)] | | | [Form of 3.50% notes due 2023, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated August 14, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on August 19, 2013.](http://www.sec.gov/Archives/edgar/data/63754/000119312513339688/d585005dex42.htm) | | | | | |

| | | | [removed: (vi)] [added: (vii)] | | | [Form of [removed: 3.15%] [added: 3.40%] notes due [removed: 2024,] [added: 2027,] incorporated by reference from Exhibit [removed: 4.3] [added: 4.4] of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex43.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex44.htm)] | | | | | |

| | | | [removed: (vii)] [added: (vi)] | | | [Form of 3.25% notes due 2025, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated November 3, 2015, File No. 1-14920, as filed with the Securities and Exchange Commission on November 6, 2015.](http://www.sec.gov/Archives/edgar/data/63754/000119312515370073/d45344dex42.htm) | | | | | |

| | | | (viii) | | | [Form of [removed: 3.40%] [added: 4.20%] notes due [removed: 2027,] [added: 2047,] incorporated by reference from Exhibit [removed: 4.4] [added: 4.5] of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex44.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex45.htm)] | | | | | |

| | | | (ix) | | | [Form of [removed: 4.20% notes] [added: 2.50% Notes] due [removed: 2047,] [added: 2030,] incorporated by reference from Exhibit [removed: 4.5] [added: 4.2] of McCormick’s Form 8-K dated [removed: August 7, 2017,] [added: April 13, 2020,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: August 11, 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex45.htm)] [added: April 16, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000119312520109283/d914567dex42.htm)] | | | | | |

| | | | (x) | | | [Form of [removed: 2.50%] [added: 0.90%] Notes due [removed: 2030,] [added: 2026,] incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated [removed: April 13, 2020,] [added: February 11, 2021,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: April 16, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000119312520109283/d914567dex42.htm)] [added: February 11, 2021.](http://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex42.htm)] | | | | | |

| | | | (xi) | | | [Form of [removed: 0.90%] [added: 1.85%] Notes due [removed: 2026,] [added: 2031,] incorporated by reference from Exhibit [removed: 4.2] [added: 4.3] of McCormick’s Form 8-K dated February 11, 2021, File No. 1-14920, as filed with the Securities and Exchange Commission on February 11, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex42.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex43.htm)] | | | | | |

| | | | [removed: (xii)] [added: (ix)] | | | [Form of [removed: 1.85% Notes due 2031,] [added: Restricted Stock Units Agreement,] incorporated by reference from Exhibit [removed: 4.3] [added: 10(ii)] of [removed: McCormick’s] [added: McCormick's] Form [removed: 8-K] [added: 8-K/A, as amended,] dated [removed: February 11, 2021,] [added: March 30, 2022,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: February 11, 2021.](http://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex43.htm)] [added: April 5, 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000006375422000026/a2022rsuagreementforexec.htm)] | | | | | |

| [added: (21)] | | | [removed: (xiii)] | | | [removed: [Description of Securities] [added: [Subsidiaries] of [removed: McCormick & Company, Incorporated](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex4xiiidescri.htm)[.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex4xiiidescri.htm)] [added: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex21.htm)] | | | Filed herewith | | |

| | | | [removed: (vi)] [added: (xii)] | | | [removed: [Form] [added: [Description] of [removed: Long-Term Performance Plan Agreement,] [added: Securities of McCormick & Company, Incorporated](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex4xiiidescri.htm)[,] incorporated by reference from Exhibit [removed: 10(vi)] [added: 4(xiii)] of McCormick’s Form 10-K for the fiscal year ended November 30, [removed: 2019,] [added: 2021,] File No. 1-14920, as filed with the Securities and Exchange Commission on January [removed: 28, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000006375420000022/mkc-11302019xex10vi.htm)] [added: 27, 2022](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex4xiiidescri.htm)[.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex4xiiidescri.htm)] | | | | | |

| | | | [removed: (vii)] [added: (xiv)] | | | [Form of [removed: Restricted Stock Units] [added: Indemnification] Agreement, incorporated by reference from Exhibit [removed: 10(vii)] [added: 10(xv)] of McCormick’s Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: November 30, 2019,] [added: February 28, 2014,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: January 28, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000006375420000022/mkc-11302019xex10vii.htm)] [added: March 26, 2014](http://www.sec.gov/Archives/edgar/data/63754/000006375414000013/mkc-2282014xex1015.htm)[.*](http://www.sec.gov/Archives/edgar/data/63754/000006375414000013/mkc-2282014xex1015.htm)] | | | | | |

| | | | [removed: (viii)] [added: (x)] | | | [Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit [removed: 10(viii)] [added: 10(iii)] of [removed: McCormick’s] [added: McCormick's] Form [removed: 10-K for the fiscal year ended November] [added: 8-K/A, as amended, dated March] 30, [removed: 2019,] [added: 2022,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: January 28, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000006375420000022/mkc-11302019xex10viii.htm)] [added: April 5, 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000006375422000026/a2022rsuagreementfordire.htm)] | | | | | |

| | | | [removed: (ix)] [added: (xii)] | | | [Form of Non-Qualified Stock Option [removed: Agreement,] [added: Agreement for Directors,] incorporated by reference from Exhibit [removed: 10(ix)] [added: 10(v)] of [removed: McCormick’s] [added: McCormick's] Form [removed: 10-K for the fiscal year ended November] [added: 8-K/A, as amended, March] 30, [removed: 2019,] [added: 2022,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: January 28, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000006375420000022/mkc-11302019xex10ix.htm)] [added: April 5, 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000006375422000026/a2022nqsoagreementfordir.htm)] | | | | | |

| | | | [removed: (x)] [added: (xi)] | | | [Form of Non-Qualified Stock Option [removed: Agreement for Directors,] [added: Agreement,] incorporated by reference from Exhibit [removed: 10(x)] [added: 10(iv)] of [removed: McCormick’s] [added: McCormick's] Form [removed: 10-K for the fiscal year ended November] [added: 8-K/A, as amended, dated March] 30, [removed: 2019,] [added: 2022,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: January 28, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000006375420000022/mkc-11302019xex10x.htm)] [added: April 5, 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000006375422000026/a2022nqsoagreementforexe.htm)] | | | | | |

| | | | [removed: (xi)] [added: (xiii)] | | | [Form of Stock Option Agreement for the Value Creation Acceleration Program, incorporated by reference from Exhibit 99.1 of McCormick’s Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on December 3, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)[.*](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)[](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)] | | | | | |

| | | | [removed: (xii)] [added: (xvi)] | | | [removed: [Form of Indemnification Agreement,] [added: [Severance Plan for Executives,] incorporated by reference from Exhibit [removed: 10(xv)] [added: 10(xix)] of McCormick’s Form 10-Q for the quarter ended February 28, [removed: 2014,] [added: 2015,] File No. 1-14920, as filed with the Securities and Exchange Commission on March [removed: 26, 2014.](http://www.sec.gov/Archives/edgar/data/63754/000006375414000013/mkc-2282014xex1015.htm)] [added: 31, 2015](http://www.sec.gov/Archives/edgar/data/63754/000006375415000030/mkc-2282015xex10xix.htm).*] | | | | | |

| | | | [removed: (xiii)] [added: (xv)] | | | [Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormick’s Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.](http://www.sec.gov/Archives/edgar/data/63754/000006375415000015/0000063754-15-000015-index.html)* | | | | | |

| | | | [removed: (xiv)] [added: (vii)] | | | [removed: [Severance] [added: [Amendment No. 1 to the 2022 Omnibus Incentive] Plan [removed: for Executives,] [added: is] incorporated by reference from Exhibit [removed: 10(xix)] [added: 10(vii)] of [removed: McCormick’s] [added: McCormick's] Form 10-Q for the quarter ended [removed: February 28, 2015,] [added: May 31, 2022,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: March 31, 2015](http://www.sec.gov/Archives/edgar/data/63754/000006375415000030/mkc-2282015xex10xix.htm).*] [added: June 29, 2022.*](https://www.sec.gov/Archives/edgar/data/63754/000006375422000038/exhibit10vii-2022omnibuspl.htm)] | | | | | |

| [removed: (21)] [added: (23)] | | | | | | [removed: [Subsidiaries] [added: [Consents] of [removed: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex21.htm)] [added: experts and counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex23.htm)] | | | Filed herewith | | |

| | | | (i) | | | [Certification of Lawrence E. Kurzius, [removed: Chairman, President and] [added: Chairman](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex311.htm) [](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex311.htm)[and] Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex311.htm)] | | | | | |

| | | | (ii) | | | [Certification of Michael R. Smith, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex312.htm)] | | | | | |

| | | | (i) | | | [Certification of Lawrence E. Kurzius, [removed: Chairman, President and] [added: Chairman](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex321.htm) [](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex321.htm)[and] Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex321.htm)] | | | | | |

| | | | (ii) | | | [Certification of Michael R. Smith, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex322.htm)] | | | | | |

| (101) | | | | | | The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, [removed: 2021,] [added: 2022,] filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Income Statements; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Cash Flow Statements; and (vi) Notes to Consolidated Financial Statements. | | | | | |

| (104) | | | | | | Inline XBRL for the cover page of this Annual Report on Form 10-K of McCormick for the year ended November 30, [removed: 2021,] [added: 2022,] filed electronically herewith, included in the Exhibit 101 Inline XBRL Document Set. | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, McCormick has duly caused this report [removed: on Form 10-K] to be signed on its behalf by the undersigned, thereunto duly authorized.

| By: | | | /s/ LAWRENCE E. KURZIUS | | | [removed: Chairman, President] [added: Chairman] & | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| By: | | | /s/ MICHAEL R. SMITH | | | Executive Vice President & Chief | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| By: | | | /s/ GREGORY P. REPAS | | | Vice President & Controller | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ ANNE L. BRAMMAN | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ MICHAEL A. CONWAY | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ FREEMAN A. HRABOWSKI, III | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ LAWRENCE E. KURZIUS | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ PATRICIA LITTLE | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ MICHAEL D. MANGAN | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ MARITZA G. MONTIEL | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| /s/ MARGARET M.V. PRESTON | | | | | | January [removed: 27, 2022] [added: 26, 2023] | | |

| | | | (vi) | | | [The 2022 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000130817922000010/lmkc2022_def14a.htm) | | | | | |

| | | | (viii) | | | [Form of Long-Term Performance Plan Agreement, incorporated by reference from Exhibit 10(i) of McCormick's Form 8-K/A, as amended, dated March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000006375422000026/ltppformawardagreementfo.htm) | | | | | |

| By: | | | /s/ LAWRENCE E. KURZIUS | | | Chairman & | | | January 26, 2023 | | |

| | | | | | | | | | | | |

| Allowance for doubtful receivables | | | $ | 5.2 | | $ | 2.2 | | $ | (0.9) | | $ | 0.8 | | $ | 7.3 | |

| | | | $ | 37.9 | | $ | 5.4 | | $ | (2.6) | | $ | (7.0) | | $ | 33.7 | |

(1) Includes the impact of foreign currency exchange.

| (23) | | | | | | [Consents of experts and counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex23.htm) | | | Filed herewith | | |

| Allowance for doubtful receivables | | | $ | 6.4 | | $ | 1.1 | | $ | (1.8) | | $ | (0.1) | | $ | 5.6 | |

| | | | $ | 39.3 | | $ | 3.7 | | $ | (2.3) | | $ | (2.7) | | $ | 38.0 | |