McCormick & Co. (MKC) 10-K risk factor changes: FY2023 vs FY2022

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

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

[removed: Our business and results] of [removed: 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, [removed: such] as [removed: the COVID-19 pandemic, as] well as the potential impacts of geopolitical [removed: uncertainties,] [added: uncertainties and international conflicts,] including the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine,] [added: Ukraine] and [added: Israel and Hamas, and] the effect of governmental initiatives to manage economic conditions.

Some of the factors that may influence consumer spending include general economic conditions, high levels of unemployment, [added: pandemics and public] health [removed: crises (such as the COVID-19 pandemic),] [added: crises,] 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.

The continued growth of e-commerce and its impact of consumer habits and preferences has accelerated [removed: 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 [added: preferences and market dynamics.]

We have a number of major customers, including two large customers that, in the aggregate, constituted approximately [removed: 23%] [added: 25%] of consolidated sales in [removed: 2022.][added: 2023.]

Our purchases of raw materials are subject to fluctuations in market price and availability caused by inflationary pressures, weather, growing and harvesting conditions, climate change, market conditions, governmental actions and other factors beyond our control, including [added: outbreaks of illnesses, pandemics (such as] the COVID-19 [removed: pandemic.][added: pandemic) or other local or global health issues.]

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

Political, socio-economic, [removed: cultural] [added: cultural,] and geopolitical (including [added: instability and international conflicts such as] the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine)] [added: Ukraine and Israel and Hamas)] 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, health epidemics, pandemics [removed: (such as the COVID-19 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.

[removed: Disputes] with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our sales, financial condition, and results of operations.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost [removed: increases.][added: increases or any failure to effectively manage changes in our workforce.]

A number of factors may adversely affect the labor force available to us or increase labor [removed: costs, a] [added: costs such as the] shift towards [added: hybrid or] remote [removed: work,] [added: work arrangements,] higher unemployment subsidies, other government regulations and general macroeconomic factors.

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

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

During recent years, we have experienced significantly elevated commodity and 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 products, and we expect [removed: elevated levels of] inflation to continue in [removed: 2023.][added: 2024 but at a more modest rate than experienced in 2023 and 2022.]

In addition, many of these materials 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), armed hostilities (including the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine)] [added: Ukraine] and [added: Israel and Hamas) and] other factors beyond our control.

[removed: The conflict between Russia and Ukraine] [added: Ongoing political conflicts] and the related implications may negatively impact our operations.

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, [added: 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 [removed: Ukraine also] [added: Ukraine, as well as other conflicts, including between Israel and Hamas and in the Red Sea,] could [added: also] impact many of the other risk factors described herein.

Given the evolving nature of [removed: this conflict,] [added: these conflicts,] the related sanctions, potential governmental actions and economic impact, such potential impacts remain uncertain.

While we expect the impacts of [removed: conflict between Russia and Ukraine] [added: these conflicts] 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.

Natural disasters could include an earthquake, fire, [removed: flood,] [added: floods,] tornado or severe storm.

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

As of November 30, [removed: 2022,] [added: 2023,] we had approximately [removed: $5.2] [added: $5.3] billion of goodwill and approximately [removed: $3.4] [added: $3.0] billion of other indefinite-lived intangible assets.

[removed: Goodwill] and [removed: indefinite-lived intangible assets are initially recorded at fair value and] not amortized but are tested for impairment at least annually or more frequently if impairment indicators arise.

Because indefinite-lived intangible assets are recorded at fair value at the date of acquisition of the related business, indefinite-lived intangible assets associated with recent business acquisitions, particularly those acquired in [removed: recent] low interest rate environments, such as Cholula and FONA, are more susceptible to impairment in periods of rising interest rates than indefinite-lived intangible assets related to businesses acquired in periods of higher interest rates.

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

Any failure by us to achieve our planned cost savings and efficiencies under our CCI program, an ongoing initiative to improve productivity and reduce costs throughout the organization, or other similar programs, [added: including our GOE program,] could have an adverse effect on our business, results of operations and financial position.

Deterioration in the value of plan assets resulting from a general financial downturn or otherwise, or an increase in the actuarial valuation of the plans' liability due to a low interest rate environment, could cause (or increase) an underfunded status of our defined benefit pension plans, thereby [removed: increasing our obligation to make contributions to the plans.]

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

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 [removed: emissions,] [added: emissions (including carbon pricing, cap and trade systems, or carbon taxes),] 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 [removed: or] [added: that are] 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.

Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology, the availability of requisite financing and the availability of suppliers that can meet our sustainability and other [removed: standards.][added: standards and changing business dynamics including acquisitions.]

If we fail to achieve, or are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer [added: or customer] preference for our products or investor confidence in our stock, as well as expose us to enforcement actions and [removed: litigation][added: litigation.]

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

Our initiatives [removed: also] extend from individuals to entire communities, including those we serve and, just as importantly, those from which we source.

On November 30, [removed: 2022,] [added: 2023,] we had total outstanding variable rate debt of approximately [removed: $1,295] [added: $320] million, including [removed: $1,237] [added: $272] million of short-term borrowings, at a weighted-average interest rate of approximately [removed: 4.2%.][added: 5.5%.]

On November 30, [removed: 2022,] [added: 2023,] we had total outstanding fixed to variable interest rate swaps with a notional value of $600 million.

Our use of derivative financial instruments is monitored through regular communication with [removed: senior management and the utilization of written guidelines.]

It is not possible for management to predict all such risks, nor can management assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements.

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, changes in prevailing interest rates, bank failures, the impact of any potential U.S. federal government shutdown, changes in governmental rules and approaches to taxation, fluctuations in foreign currency interest rates, availability

Disputes

Goodwill and indefinite-lived intangible assets are initially recorded at fair value

increasing our obligation to make contributions to the plans.

The physical effects and transitional costs of climate change and the legal, regulatory or market initiatives to address climate change could have a negative impact on our business, financial condition, and results of operations.

Furthermore, standards for tracking and reporting such matters continue to evolve.

Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.

Methodologies for reporting these data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures), and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

In addition, we could be criticized by ESG detractors for the scope or nature of our ESG initiatives or goals or for any revisions to these goals.

We could also be subjected to negative responses by governmental actors (such as

anti-ESG legislation or retaliatory legislative treatment) or consumers (such as boycotts or negative publicity campaigns) that could adversely affect our reputation, business, financial performance and growth.

Failure to attract, hire, develop, motivate and retain highly qualified and diverse employee talent, especially in light of changing worker expectations and talent marketplace variability regarding flexible and hybrid work models, to meet our goals relating to fostering a diverse and inclusive culture or to adequately address potential increased scrutiny of our diversity, equity and inclusion initiatives could impact our ability to achieve our business objectives and adversely affect our future success.

senior management and the utilization of written guidelines.

A significant adverse change in the financial and/or credit position of a customer or counterparty could require us to

Cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology such as generative artificial intelligence.

We believe

Enforcement of existing laws and regulations, including changes in the enforcement priorities of regulators, changes in legal requirements, and/or evolving interpretations of existing regulatory requirements may result in increased

If any of

A pandemic, including COVID-19, could have an adverse impact on our business, financial condition, and results of operations.

The COVID-19 pandemic has had, and could continue to have, a negative impact on financial markets, economic conditions, and portions of our industry as a result of changes in consumer behavior, retailer inventory levels, cost inflation, manufacturing and supply chain disruption, and overall macroeconomic conditions.

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:

- 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

- 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 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 we operate, the extent and effectiveness of containment actions, including the continued availability and effectiveness of vaccines in the markets where we operate, and the impact of these and other factors on our employees, customers, suppliers, distributors, and 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

operations.

The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Item 1A, *Risk Factors*, any of which could have a material effect on us.

preferences and market dynamics.

We also have experienced and may continue to experience additional pressure in our supply chain due to labor shortages, increased turnover rates and absenteeism associated with COVID-19.

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.

an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters.

We also have established diversity,

The uncertainty regarding the planned phase-out of LIBOR may negatively impact our operating results.

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

After December 31, 2021, all sterling, euro, Swiss franc and Japanese yen settings, and the 1-week and 2-month U.S. dollar settings were phased out.

We have revised certain of our agreements to include the new reference rates.

However, LIBOR is the interest rate benchmark used as a reference rate on our revolving credit facility expiring in July 2026, interest rate swaps expiring in November 2025 and August 2027, and cross currency interest rate swaps expiring in August 2027.

Certain of these agreements include fallback language, or the contractual provisions that lay out the process through which a replacement rate can be identified if the previously identified benchmark is not available, that will facilitate the transition to a new reference rate.

We anticipate that all of our affected contractual reference rates will be revised by the second quarter of 2023, in advance of the June 30, 2023 phase out of all of our remaining U.S. dollar LIBOR settings.

There continue to be many uncertainties regarding a transition from LIBOR, including but not limited to the need to amend all contracts with LIBOR as the referenced rate and how this will impact our cost of variable rate debt and certain derivative financial instruments.

The consequences of these developments with respect to LIBOR cannot be entirely predicted but could result in an increase in the cost of our variable rate debt or derivative financial instruments which may be detrimental to our financial position or operating results.

General Corporation Law.

affects all member states of the European Economic Area, and the California Consumer Privacy Act (CCPA).

[removed: *Global Economic Conditions and Inflationary Cost Environment* –] During fiscal [removed: 2021] [added: 2022] and [removed: 2022,] [added: fiscal 2023,] we experienced inflationary cost increases in our commodities, packaging materials and transportation costs.

Additionally, in some [removed: instances] [added: instances,] the pricing actions we take have been impacted by [added: consumer behavior, or] price [removed: elasticity] [added: elasticity,] which unfavorably impacts our sales volume and mix.

[added: *Interest Rate Risk* –] Our policy is to manage [removed: our] interest rate risk by entering into both fixed and variable rate debt arrangements.

| | | | For the year ended November 30, [removed: 2022 as compared to the year ended November 30, 2019] [added: 2023] | | | | | | | | |

| [added: Impact of unfavorable foreign currency exchange] | | | [removed: Percentage change as reported] | | | [removed: Impact of foreign currency exchange] | | | [removed: Percentage change on constant currency basis] [added: 1] | | | [added: | | | | | % |]

| [removed: Net sales: | | |] [added: Net sales] | | | [added: $] | [added: 6,662.2] | | [added: $] | [added: 6,350.5] | |

[removed: *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.

*Base Business* – We expect to drive sales growth by optimizing our brand marketing investment through improved speed, [removed: quality] [added: quality,] and effectiveness.

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

[removed: Since the beginning of 2017, we have completed four acquisitions, which] [added: These acquisitions] are driving sales in both our consumer and flavor solutions segments.

[removed: *Cost Savings and 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, as well as savings from the organization and streamlining actions described in note 3 of notes to our consolidated financial statements that includes our [removed: 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.][added: GOE program.]

We expect our CCI program, [removed: Global Operating Effectiveness] [added: GOE] program, and organization and streamlining actions to deliver [added: additional] savings [removed: of approximately $75 million] in [removed: 2023.][added: 2024.]

We are making investments to build the McCormick of the future, including in our Global [removed: Enablement (GE) organization] [added: Business Services (GBS) organization,] to transform McCormick through globally aligned, innovative services to enable growth.

[removed: *Cash Flow* –] Net cash provided by operating activities was [removed: $651.5] [added: $1,237.3] million, [removed: $828.3] [added: $651.5] million and [removed: $1,041.3] [added: $828.3] million in [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively.

In [removed: 2022,] [added: 2023,] we continued to have a balanced use of cash for debt repayment, [added: capital expenditures and the return of cash to shareholders through dividends and share repurchases.]

[removed: capital expenditures and] [added: In 2023,] the return of cash to [added: our] shareholders through dividends and share [removed: repurchases.][added: repurchases was $454.2 million.]

We are using our cash to fund shareholder dividends, with annual increases in each of the past [removed: 37] [added: 38] years, and to fund capital expenditures and acquisitions.

In [removed: 2022,] [added: 2023,] we achieved [removed: further growth of our business with] net sales [removed: rising 0.5%] [added: growth of 4.9%] over the [removed: 2021] [added: 2022] level due to the following factors:

- Pricing actions, [removed: including those] taken in response to the inflationary cost environment, contributed [removed: 7.7% of] [added: 8.5% to] the increase in net sales.

- Volume and product mix unfavorably impacted our net sales growth by [removed: 4.5%,] [added: 2.6%,] exclusive of [removed: acquisitions and] divestitures.

[added: -] Divestitures negatively impacted our net sales increase by 0.4%.

- Net sales growth was negatively impacted by fluctuations in currency rates that decreased sales growth by [removed: 2.5%.][added: 0.6%.]

Excluding this impact, we grew sales by [removed: 3.0%] [added: 5.5%] over the prior year on a constant currency basis.

Operating income was [removed: $863.6] [added: $963.0] million in [removed: 2022] [added: 2023] and [removed: $1,015.1] [added: $863.6] million in [removed: 2021.][added: 2022.]

We recorded [removed: $51.6] [added: $61.2] million and [removed: $51.1] [added: $51.6] million of special charges in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, related to organization and streamlining actions.

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

Excluding special charges and transaction and integration expenses related to our [removed: acquisitions] [added: acquisition] of [removed: Cholula and] FONA, adjusted operating income was [removed: $917.4] [added: $1,024.2] million in [removed: 2022, a decrease] [added: 2023, an increase] of [removed: 16.7%,] [added: 11.6%,] compared to [removed: $1,101.5] [added: $917.4] million in the year-ago period.

In constant currency, adjusted operating income [removed: declined 15.5%.][added: increased 12.0%.]

Diluted earnings per share was $2.52 in [removed: 2022] [added: 2023] and [removed: $2.80 in 2021.][added: 2022.]

Special charges and transaction and integration expenses lowered earnings per share by [removed: $0.15] [added: $0.18] and [removed: $0.30] [added: $0.15] in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: A gain on our] sale of a business increased earnings per share by $0.14 in 2022.

Excluding the effects of special charges, transaction and integration expenses, [added: and] the gain realized from the sale of a business, [removed: and the gain realized from the sale of an unconsolidated operation,] adjusted diluted earnings per share was [removed: $2.53] [added: $2.70] in [removed: 2022] [added: 2023] and [removed: $3.05] [added: $2.53] in [removed: 2021,] [added: 2022,] or [removed: a decrease] [added: an increase] of [removed: 17.0%.][added: 6.7%.]

We anticipate that our volume and product mix will [removed: also] be impacted by the [removed: combined impact of lapping last year’s COVID-related disruptions in China, the] divestiture of our [removed: Kitchen Basics brand in the third quarter of last year, the exit of our consumer] [added: Giotti canning] business in [removed: Russia during] the [removed: second] [added: third] quarter of last year, and the pruning of low margin businesses.

We expect our [removed: 2023] [added: 2024] gross profit margin to range from [removed: 25] [added: 50] basis points to [removed: 75] [added: 100] basis points higher than our gross profit margin of [removed: 35.8%] [added: 37.6%] in [removed: 2022.][added: 2023.]

The projected [removed: 2023] [added: 2024] increase in gross profit margin is principally due to the net effect of (i) the favorable impact of pricing [removed: actions in response to increased commodity, packaging materials and transportation costs,] [added: actions,] (ii) the favorable [added: impacts of product mix, (iii) the favorable] impact of anticipated Global Operating Effectiveness Program and CCI cost savings, and [removed: (iii)] [added: (iv)] a low [removed: to mid-teen] [added: single-digit] percentage impact of inflation in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

In [removed: 2023,] [added: 2024,] we expect an increase in operating income of [removed: 10%] [added: 8%] to [removed: 12%,] [added: 10%,] which includes a [removed: minimal] [added: 1% unfavorable] impact from foreign currency rates, over the [removed: 2022] [added: 2023] level.

We also expect approximately [removed: $50] [added: $15] million of special charges in [removed: 2023] [added: 2024] that relate to previously announced organization and streamlining actions; in [removed: 2022,] [added: 2023,] special charges were [removed: $51.6] [added: $61.2] million.

Excluding special [removed: charges and transaction and integration expenses,] [added: charges,] we expect [removed: 2023’s] [added: 2024’s] adjusted operating income to increase by [removed: 9%] [added: 3%] to [removed: 11%,] [added: 5%,] which includes a [removed: minimal] [added: 1% unfavorable] impact from foreign currency [removed: rates.][added: rates, or to increase by 4% to 6% on a constant currency basis.]

We estimate that our [removed: 2023] [added: 2024] effective tax rate, including the net favorable impact of anticipated discrete tax items, will be 22% as compared to [removed: 20.7%] [added: 21.8%] in [removed: 2022.][added: 2023.]

Excluding projected taxes associated with special charges, we estimate that our adjusted effective tax rate will be approximately 22% in [removed: 2023, as compared] [added: 2024, or comparable] to an adjusted effective tax rate of [removed: 20.9%] [added: 22.0%] in [removed: 2022.][added: 2023.]

Since the beginning of 2018, we have completed two acquisitions, including our December 20, 2020 acquisition of FONA International, LLC and certain of its affiliates (FONA) and our November 30, 2020 acquisition of the parent company of Cholula Hot Sauce ® (Cholula) from L Catterton.

Executive Summary

Both our consumer and flavor solutions segments experienced unfavorable volume and product mix of 3.9% and 1.0%, respectively, including the impact of price elasticity.

Our decisions to exit our consumer operations in Russia and certain low margin businesses contributed approximately 0.9% to the unfavorable impact of volume and product mix.

In 2023, the effects of pricing actions taken in response to increased costs and cost savings from our GOE and CCI programs during 2022 were partially offset by increased employee incentive compensation and higher distribution costs.

In 2023, diluted earnings per share was driven primarily by the impact of higher operating income, an increase in interest expense, the unfavorable effects of a decrease in other income, and an increase in income from unconsolidated operations.

A gain on our

A detailed review of our fiscal 2023 performance compared to fiscal 2002 appears in the section titled “Results of Operations – 2023 Compared to 2022”.

While we continued to experience significant input cost inflation throughout fiscal 2023, our pricing actions, combined with cost savings from our Global Operating Effectiveness (GOE) program and our Comprehensive Continuous Improvement (CCI) program assisted in a 180-basis point recovery to gross margin.

While we are seeing moderation in input cost inflation, we do expect inflationary pressures to persist into fiscal 2024.

However, we anticipate GOE program and CCI program-led cost savings as well as previously implemented pricing actions to mitigate those inflationary pressures.

We will also be lapping 2023 price increases and anticipate favorable net price realization in 2024.

Our CCI and GOE programs both delivered cost savings in 2023.

We will concentrate our global ERP focus on our operations in the U.S. over the next several years, or through 2027.

We expect that our annual capital expenditures, including the capitalized software associated with our ERP program, over the next several years will continue to approximate 4% of our sales.

We expect that our operating expenses associated with our global ERP program through 2027 will approximate $35 million to $50 million annually.

2024 Outlook

In 2024, we expect net sales to range from a decline of 2% to 0% from our net sales in 2023 including a 1% unfavorable impact of foreign currency rates, or to range from a decline of 1% to an increase of 1% on a constant currency basis.

We anticipate that the 2024 sales change will include a favorable impact from previously implemented pricing actions.

The projected 2024 change in operating income includes the effects of

the anticipated increase in our gross profit margin as well as SG&A cost savings from our CCI and GOE programs, which will be partially offset by our investments to drive volume growth, including brand marketing.

We expect our brand marketing investments in 2024 to increase in the high-single digits over the 2023 level.

We also expect that our income from unconsolidated operations, including the performance of our largest joint venture, McCormick de Mexico, will increase by a mid-teens percentage rate over the 2023 level.

Excluding the per share impact of special charges of $61.2 million adjusted diluted earnings per share was $2.70 in 2023.

| | | | 2023 | | | 2022 | | |

| Percent growth | | | 4.9 | | % | 0.5 | | % |

| Pricing actions | | | 8.5 | | % | 7.7 | | % |

| Divestiture | | | (0.4) | | % | (0.4) | | % |

Sales for 2023 increased by 4.9% from 2022 and by 5.5% on a constant currency basis (that is, excluding the impact of foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures).

Unfavorable volume and product mix decreased sales by 2.6% with declines in both our consumer and flavor solutions segments.

Our decisions to exit our consumer operations in Russia and discontinue certain low margin businesses contributed approximately 0.9% to the unfavorable impact of volume and product mix.

The divestiture of our Kitchen Basics business and the Giotti canning business unfavorably impacted sales by 0.4% as compared to the prior year.

| | | | 2023 | | | 2022 | | |

| Gross profit margin | | | 37.6 | | % | 35.8 | | % |

In 2023, gross profit increased by $228.0 million, or 10.0%, from 2022.

Our gross profit margin for 2023 was 37.6%, an increase of 180 basis points from 35.8% in 2022.

The increase was driven by the favorable impact of our pricing actions taken in response to increased costs, favorable product mix within our segments, and cost savings led by our CCI and GOE programs.

These favorable impacts were partially offset by increased commodity costs, higher conversion costs, and unfavorable segment mix, all as compared to the 2022 period.

| | | | 2023 | | | 2022 | | |

Selling, general and administrative (SG&A) expense increased by $121.2 million in 2023 as compared to 2022.

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.

The potential effects of these recent events also could impact us in a number of other ways including, but not limited to, variations in the level of our sales, profitability, 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, laws and regulations affecting our business, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets.

We expect that these inflationary cost increases will continue but we expect they will be partially mitigated by our planned 2023 pricing actions, our organization and streamlining actions, including our Global Operating Effectiveness Program, and by our Comprehensive Continuous Improvement (CCI) program-led cost savings.

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.

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.

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.

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

We continue to actively monitor the impact of COVID-19 on all aspects of our business.

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.

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

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.

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

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

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

| Consumer segment | | | 4.7 | | % | (0.2) | | % | 4.9 | | % |

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

In [removed: 2022,] [added: 2023,] the consumer segment contributed approximately [removed: 59%] [added: 57%] of consolidated net sales and [removed: 80%] [added: 73%] of consolidated operating income, and the flavor solutions segment contributed approximately [removed: 41%] [added: 43%] of consolidated net sales and [removed: 20%] [added: 27%] of consolidated operating income.

*Consumer Segment.* From locations around the world, our brands reach consumers in approximately [removed: 160] [added: 170] countries and territories.

In [removed: China,] [added: the Asia/Pacific (APAC) region,] we market our products under the McCormick and DaQiao® brands.

In [removed: Australia,] [added: China,] 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: Elsewhere] [added: In Australia and elsewhere] in the [removed: Asia/Pacific] [added: APAC] region, we market our products under the McCormick brand as well as other brands.

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

[removed: Our range of flavor solutions remains one of the broadest in the industry] and includes seasoning blends, spices and herbs, condiments, coating systems and compound flavors.

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

[removed: Reduced] [added: There has been, and there could continue to be, reduced] availability of transportation capacity due to labor shortages and higher fuel costs [added: that] has [removed: caused] [added: and may continue to cause] 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 12% of consolidated sales in [added: 2023 and] 2022, [removed: 11% of consolidated sales in 2021] and [removed: 12%] [added: 11%] of consolidated sales in [removed: 2020.][added: 2021.]

Sales to one of our flavor solutions segment customers, PepsiCo, Inc., [added: accounted for approximately 13% of consolidated sales in 2023 and 11% of consolidated sales in 2022 and 2021.]

In [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] the top three customers in our flavor solutions segment represented between 47% and [removed: 52%] [added: 49%] of our global flavor solutions sales.

[added: We prioritize the mental health and] wellness of our employees by offering and encouraging participation in various programs and initiatives.

We had approximately [removed: 14,200] [added: 13,800] full-time employees worldwide as of November 30, [removed: 2022.][added: 2023.]

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

At our subsidiaries outside the U.S., approximately [removed: 2,600] [added: 2,450] employees are covered by collective bargaining agreements or similar arrangements.

In addition to the executive officers indicated in the [removed: 2023] [added: 2024] Proxy Statement incorporated by reference in Part III, Item 10 of this Report, the other executive [removed: officer] [added: officers] of McCormick [removed: is Sarah Piper.][added: are Andrew D.]

In fiscal year [removed: 2022,] [added: 2023,] approximately [removed: 38%] [added: 39%] of sales were from non-U.S. operations.

Certain statements contained in this report, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, [removed: transaction and integration expenses,] special charges, acquisitions, brand marketing support, volume and product mix, income tax expense, and the impact of foreign currency rates are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.

These statements may relate to: [removed: the impact of the COVID-19 pandemic on our business, suppliers, consumers, customers,] [added: general economic] and [removed: employees; disruptions or inefficiencies in the supply chain,] [added: industry conditions,] including [removed: any impact of COVID-19; the expected results of operations] [added: consumer spending rates, recessions, interest rates, and availability] of [removed: businesses acquired by the Company;] [added: capital; expectations regarding sales growth potential in various geographies and markets, including] the [removed: expected] impact [removed: of the inflationary cost environment, including commodity, packaging materials] [added: from brand marketing support, product innovation,] and [removed: transportation costs on our business;] [added: customer, channel, category, heat platform and e-commerce expansion; expected trends in net sales and earnings performance and other financial measures;] the expected impact of pricing actions on the Company's results of operations and gross margins; the impact of price elasticity on our sales volume and mix; the expected impact of [added: the inflationary cost environment on our business; the expected impact of] factors affecting our supply chain, including [removed: transportation capacity,] [added: the availability and prices of commodities and other supply chain resources including raw materials, packaging,] labor [removed: shortages,] [added: energy,] and [removed: absenteeism;] [added: transportation;] the expected impact of productivity improvements, including those associated with our [removed: Comprehensive Continuous Improvement (CCI) program, streamlining actions, including our Global Operating Effectiveness Program (GOEP)] [added: CCI] and [removed: global enablement] [added: GOE programs and Global Business Services operating model] initiative; the [added: ability to identify, attract, hire, retain and develop qualified personnel and develop the next generation of leaders; the] impact of the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine,] [added: Ukraine and Israel and Hamas,] including the potential for broader economic disruption; expected working capital improvements; [removed: expectations regarding growth potential in various geographies and markets, including] the [removed: impact from customer, channel, category, and e-commerce expansion;] expected [removed: 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, [added: 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, quarterly dividends and 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.]

[removed: 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; 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: crises, including COVID-19;] [added: crises;] 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; the impact of the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine,] [added: Ukraine and Israel and Hamas,] 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, 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 [removed: increased] [added: our amount of outstanding indebtedness and related] level of debt service [removed: following the Cholula and FONA acquisitions] as well as the effects that such [removed: 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; [removed: 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."

Our range of flavor solutions remains one of the broadest in the industry

Foust, Katherine A.

Jenkins, and Ana G.

Sanchez.

Mr. Foust is 43 years old and, during the last five years, has held the following positions with McCormick: December 2021 to present - President, Americas; February 2020 to November 2021 – President, U.S. Consumer Products Group; and July 2018 to January 2020 - Vice President Marketing, U.S. Consumer Products Group.

Ms. Jenkins is 55 years old and, during the last five years, has held the following positions with McCormick: June 2023 to present - Chief Growth Officer; June 2022 to May 2023 – Chief Strategy Officer & Senior Vice President, Investor Relations; and January 2017 to June 2022, Vice President, Investor Relations.

Ms. Sanchez is 48 years old and, during the last five years, has held the following positions with McCormick: February 2022 to present - President, EMEA; February 2020 to January 2022 – Vice President Consumer, EMEA, and November 2018 to January 2020 – Vice President Marketing, EMEA.

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; the company's ability to drive productivity improvements, including those related to our CCI program and streamlining actions, including our GOE program; product quality, labeling, or safety concerns; negative publicity about our products; actions by, and the financial

On December 30, 2020, we completed the purchase of FONA International, LLC and certain of its affiliates (FONA), a privately held company.

The purchase price was approximately $708 million, net of cash acquired.

FONA is a leading manufacturer of clean and natural flavors providing solutions for a diverse customer base across various applications for the food, beverage and nutritional markets.

The acquisition of FONA broadens our value-add offerings with products that are highly complementary to our existing portfolio.

By combining the portfolios and infrastructures, we have added manufacturing capacity as well as greater scale and expect to accelerate our global flavor growth.

At the time of the acquisition, annual sales of FONA were approximately $114 million.

The results of FONA’s operations have been included in our financial statements as a component of our flavor solutions segment from the date of acquisition.

On November 30, 2020, we completed the purchase of the parent company of Cholula Hot Sauce® (Cholula) from *L* Catterton.

The purchase price was approximately $801 million, net of cash acquired.

Cholula, a premium Mexican hot sauce brand, is a strong addition to our global branded flavor portfolio, which broadens 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.

At the time of the acquisition, annual sales of Cholula were approximately $96 million.

The results of Cholula’s operations have been included in our financial statements as a component of our consumer and flavor solutions segments from the date of acquisition.

are numerous competitive brands of spices and seasonings, and condiments and sauces in the U.S. and additional brands in international markets.

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

We prioritize the mental health and

Ms. Piper is 46 years old and has held the position of Chief Human Relations Officer since December 2022.

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.

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.

For the fiscal year ended November 30, [removed: 2022][added: 2023]

The aggregate market value of the Voting Common Stock held by non-affiliates at May 31, [removed: 2022: $1,614,689,363][added: 2023: $1,449,790,965]

The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May 31, [removed: 2022: $23,223,291,177][added: 2023: $21,526,477,162]

| Proxy Statement for McCormick’s March [removed: 29, 2023] [added: 27, 2024] Annual Meeting of Stockholders (the [removed: “2023] [added: “2024] Proxy Statement”) | | | Part III | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Common Stock | | | 16,796,438 | | | December 29, 2023 | | |

| Common Stock Non-Voting | | | 251,440,730 | | | December 29, 2023 | | |

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

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

Wuhan–consumer [added: and 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.: Baltimore, [removed: 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.

We also own [added: a] distribution [removed: facilities] [added: facility] in [removed: Belcamp, Maryland and] Monteux, France.

The market price of our common stock at the close of business on December [removed: 30, 2022] [added: 29, 2023] was [removed: $82.17] [added: $68.00] per share for the Common Stock and [removed: $82.89] [added: $68.42] 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: 30, 2022] [added: 29, 2023] was as follows:

| Common Stock Non-Voting, par value $0.01 per share | | | [removed: 9,300] [added: 9,000] | | |

The following table summarizes our purchases of Common Stock (CS) and Common Stock Non-Voting (CSNV) during the fourth quarter of [removed: 2022:][added: 2023:]

| September 1, [removed: 2022] [added: 2023] to September 30, [removed: 2022] [added: 2023] | | | [removed: CS-0 CSNV-0] [added: CS - 0 CSNV - 0] | | | \- \- | | | \- \- | | | [removed: $550] [added: $511] million | | |

As of November 30, [removed: 2022,] [added: 2023,] approximately [removed: $537] [added: $501] million remained of a $600 million share repurchase authorization approved by the Board of Directors in November 2019.

During fiscal [removed: 2022,] [added: 2023,] we issued [removed: 1,168,764] [added: 671,229] shares of CSNV in exchange for shares of CS and issued [removed: 37,024] [added: 11,160] shares of CS in exchange for shares of CSNV.

| October 1, 2023 to October 31, 2023 | | | CS - 130,254 CSNV - 0 | | | $61.48 \- | | | 130,254 \- | | | $502 million | | |

| November 1, 2023 to November 30, 2023 | | | CS - 15,435 CSNV - 0 | | | $64.50 \- | | | 15,435 \- | | | $501 million | | |

| Total | | | CS - 145,689 CSNV - 0 | | | $61.80 \- | | | 145,689 \- | | | $501 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 | | |

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: 2022.][added: 2023.]

Our internal control over financial reporting as of November 30, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP.

[removed: ][added: ]

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

[removed: ][added: ]

[removed: ][added: ]

We have audited McCormick & Company, Incorporated’s internal control over financial reporting as of November 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the financial statement schedule listed in the Index at item 15(2) and our report dated January [removed: 26, 2023] [added: 25, 2024] expressed an unqualified opinion thereon.

[removed: ][added: ]

[removed: January 26,] [added: |] 2023 [added: | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of McCormick & Company, Incorporated (the Company) as of November 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended November 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 26, 2023] [added: 25, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At November 30, [removed: 2022,] [added: 2023,] the Company's indefinite-lived intangible assets consist of brand names and trademarks with an aggregate carrying value of approximately $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 [removed: assessment,] [added: assessments,] 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 [removed: assessment,] [added: assessments,] assessing the 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 [removed: assessment.] [added: assessments.] 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: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 6,350.5] [added: 6,662.2] | | $ | [removed: 6,317.9] [added: 6,350.5] | | $ | [removed: 5,601.3] [added: 6,317.9] | |

| Cost of goods sold | | | [removed: 4,076.0] [added: 4,159.7] | | | [removed: 3,823.3] [added: 4,076.0] | | | [removed: 3,300.9] [added: 3,823.3] | | |

| Gross profit | | | [removed: 2,274.5] [added: 2,502.5] | | | [removed: 2,494.6] [added: 2,274.5] | | | [removed: 2,300.4] [added: 2,494.6] | | |

| Selling, general and administrative expense | | | [removed: 1,357.1] [added: 1,478.3] | | | [removed: 1,404.1] [added: 1,357.1] | | | [removed: 1,281.6] [added: 1,404.1] | | |

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

| Special charges | | | [removed: 51.6] [added: 61.2] | | | [removed: 46.4] [added: 51.6] | | | [removed: 6.9] [added: 46.4] | | |

| Operating income | | | [removed: 863.6] [added: 963.0] | | | [removed: 1,015.1] [added: 863.6] | | | [removed: 999.5] [added: 1,015.1] | | |

| Interest expense | | | [removed: 149.1] [added: 208.2] | | | [removed: 136.6] [added: 149.1] | | | [removed: 135.6] [added: 136.6] | | |

| Other income, net | | | [removed: 98.3] [added: 43.9] | | | [removed: 17.3] [added: 98.3] | | | [removed: 17.6] [added: 17.3] | | |

| Income from consolidated operations before income taxes | | | [removed: 812.8] [added: 798.7] | | | [removed: 895.8] [added: 812.8] | | | [removed: 881.5] [added: 895.8] | | |

| Income tax expense | | | [removed: 168.6] [added: 174.5] | | | [removed: 192.7] [added: 168.6] | | | [removed: 174.9] [added: 192.7] | | |

| Net income from consolidated operations | | | [removed: 644.2] [added: 624.2] | | | [removed: 703.1] [added: 644.2] | | | [removed: 706.6] [added: 703.1] | | |

| Income from unconsolidated operations | | | [removed: 37.8] [added: 56.4] | | | [removed: 52.2] [added: 37.8] | | | [removed: 40.8] [added: 52.2] | | |

| Net income | | | $ | [removed: 682.0] [added: 680.6] | | $ | [removed: 755.3] [added: 682.0] | | $ | [removed: 747.4] [added: 755.3] | |

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

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

| for the year ended November 30 (millions) | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net income attributable to non-controlling interest | | | [removed: 6.2] [added: 5.5] | | | [removed: 8.0] [added: 6.2] | | | [removed: 4.3] [added: 8.0] | | |

| Unrealized components of pension and other postretirement plans | | | [removed: 149.2] [added: (3.1)] | | | [removed: 134.8] [added: 149.2] | | | [removed: (80.4)] [added: 134.8] | | |

| Currency translation adjustments | | | [removed: (161.8)] [added: 92.5] | | | [removed: (68.8)] [added: (161.8)] | | | [removed: 89.7] [added: (68.8)] | | |

| Change in derivative financial instruments | | | [removed: 3.3] [added: (6.8)] | | | [removed: 1.1] [added: 3.3] | | | [removed: (0.9)] [added: 1.1] | | |

| Deferred taxes | | | [removed: (46.8)] [added: 8.0] | | | [removed: (30.2)] [added: (46.8)] | | | [removed: 18.1] [added: (30.2)] | | |

| Total other comprehensive income (loss) | | | [removed: (56.1)] [added: 90.6] | | | [removed: 36.9] [added: (56.1)] | | | [removed: 26.5] [added: 36.9] | | |

| Brendan M. Foley | | |

January 25, 2024


January 25, 2024

| for the year ended November 30 (millions) | | | 2023 | | | 2022 | | | 2021 | | | | | | | | |

| Net income | | | $ | 680.6 | | $ | 682.0 | | $ | 755.3 | | | | | | | |

| Other financing activities | | | 1.6 | | | — | | | — | | | | | | | | |

| Net income | | | | | | | | | | | | 680.6 | | | — | | | — | | | 680.6 | | |

| Dividends | | | | | | | | | — | | | (426.6) | | | — | | | — | | | (426.6) | | |

| Shares purchased and retired | | | (0.6) | | | — | | | (20.6) | | | (26.8) | | | — | | | — | | | (47.4) | | |

| Shares issued | | | 0.7 | | | — | | | 18.2 | | | — | | | — | | | — | | | 18.2 | | |

| Balance, November 30, 2023 | | | 16.8 | | | 251.3 | | | $ | 2,199.6 | | $ | 3,249.7 | | $ | (388.6) | | $ | 22.8 | | $ | 5,083.5 | |

Accounts Payable - Supplier Finance Program

In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms.

We offer certain suppliers access to a third-party Supply Chain Finance program (SCF) with several global financial institutions (SCF Banks).

The terms of our payment obligation are not impacted by a supplier’s participation in the SCF.

Under the SCF, qualifying suppliers may elect to sell their receivables from us to an SCF Bank.

These participating suppliers negotiate their receivables sales arrangements directly with the respective SCF Bank.

While we are not party to those agreements, the SCF Banks allow the participating suppliers to utilize our creditworthiness in establishing credit spreads and associated costs.

This generally provides the suppliers with more favorable terms than they would be able to secure on their own.

We have no economic interest in a supplier’s decision to sell a receivable.

Once a qualifying supplier elects to participate in the SCF and reaches an agreement with a SCF Bank, the supplier elects which of our individual invoices they sell to the SCF bank.

However, all of our payments to participating suppliers are paid to the SCF Bank on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the SCF Bank.

The SCF Bank pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier to the SCF Bank.

Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from zero to 180 days dependent upon their respective industry and geography.

All outstanding amounts related to suppliers participating in the SCF are recorded within the line entitled "Trade accounts payable" in our consolidated balance sheets, and the associated payments are included in operating activities within our consolidated statements of cash flows.

As of November 30, 2023 and 2022, the amount due to suppliers participating in the SCF and included in "Trade accounts payable" were approximately $300.5 million and $347.0 million, respectively.

| Net sales | | | $ | 4,756.9 | | $ | 1,212.8 | | $ | 692.5 | | $ | 6,662.2 | |

We assess the

Our adoption of this standard was completed during 2023.

Accounting Pronouncements Partially Adopted in 2023

We include disclosure regarding the key terms of the program and information about obligations outstanding at the end of the reporting period in Note 1.

We have not adopted the disclosure requirements regarding the roll forward of the obligation.

We do not expect the adoption of the future disclosure requirements will have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU No. 2024-07: *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* that requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure as well as the name and title of the chief operating decision maker.

The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually.

The new standard is effective for our annual period ending November 30, 2025 and our interim periods during the fiscal year ending November 30, 2026.

The guidance does not affect recognition or measurement in our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2024-09: *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid.

The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

| Lawrence E. Kurzius | | |

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

| Balance, November 30, 2019 | | | 18.6 | | | 247.2 | | | $ | 1,888.6 | | $ | 2,055.8 | | $ | (500.2) | | $ | 12.5 | | $ | 3,456.7 | |

| Dividends | | | | | | | | | — | | | (338.5) | | | — | | | — | | | (338.5) | | |

| Shares purchased and retired | | | (0.3) | | | (0.2) | | | (13.6) | | | (49.1) | | | — | | | — | | | (62.7) | | |

| Shares issued | | | 1.6 | | | — | | | 60.3 | | | — | | | — | | | — | | | 60.3 | | |

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

| 2020 | | | | | | | | | | | | | | |

| Net sales | | | $ | 3,974.9 | | $ | 1,046.7 | | $ | 579.7 | | $ | 5,601.3 | |

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

In December 2019, the FASB issued ASU No. 2019-12 *Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes*.

The new guidance removes certain exceptions to the general principles for income taxes and also improves consistent application of accounting by clarifying or amending existing guidance.

The new standard was adopted effective December 1, 2021.

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.

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.

Early adoption is permitted.

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

Acquisitions are part of our strategy to increase sales and profits.

Raw materials and packaging inventory were valued using the replacement cost approach.

Acquisition of Cholula Hot Sauce

On November 30, 2020, we completed the acquisition of the parent company of Cholula Hot Sauce® (Cholula) from *L* Catterton.

The purchase price was approximately $801.2 million, net of cash acquired.

That purchase price is also net of $1.5 million received during 2021 associated with the final working capital adjustment.

The acquisition was funded with cash and short-term borrowings.

Cholula, a premium Mexican hot sauce brand, is a strong addition to McCormick’s global branded flavor portfolio, which we believe broadens our offering 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.

At the time of the acquisition, annual sales of Cholula were approximately $96 million.

The results of Cholula’s operations have been included in our financial statements as a component of our consumer and flavor solutions segments from the date of acquisition.

We valued finished goods and work-in-process inventory using a net realizable value approach, which resulted in a step-up of $4.9 million that was recognized in cost of goods sold in 2021 as the related inventory was sold.

exit of our rice product line in India upon settlement of a supply agreement related to that product line.

The voluntary retirement plan is part of our Global Operating Effectiveness Program.

During 2020, we recorded $6.9 million of special charges, consisting of (i) $5.3 million related to streamlining actions in our EMEA region, including $3.8 million related to severance and related benefits and $1.0 million of third

party expenses and $0.5 million related to other costs; and (ii) $1.6 million related to our GE operating model initiative.

Of the $6.9 million in special charges recorded during 2020, approximately $4.8 million were paid in cash, with the remaining accrual paid in 2021.

| | | | 8,256.3 | | | — | | | 8,403.2 | | | — | | |

Also as more fully described in note 3, we exited our Kohinoor rice product line in India in 2021 and recorded non-cash impairment charges of $7.4 million and $3.8 million associated with the Kohinoor brand name and customer relationship asset in India, respectively.

| Increase from acquisition | | | — | | | — | | | — | | | 389.7 | | |

| Changes in preliminary purchase price allocation | | | — | | | — | | | 0.5 | | | 0.3 | | |

The December 2020 FONA acquisition resulted in the allocation of $389.7 million of goodwill to the flavor solutions segment.

| | | | $ | 1,236.7 | | $ | 539.1 | |

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: 2022] [added: 2023] financial statements in Item 8 of this Report under the captions entitled “Report of Management” and "Report of Independent Registered Public Accounting Firm.”

Information responsive to this item is set forth in the sections titled “Corporate Governance” and “Election of Directors” in our [removed: 2023] [added: 2024] 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 and Human Capital Committee Interlocks and Insider Participation” and “Equity Compensation Plan Information” in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the section entitled “Corporate Governance” in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

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: 26, 2023,] [added: 25, 2024,] are included herein in Part II, Item 8.

| | | | [removed: (iv)] [added: (ix)] | | | [Form of [removed: 3.50% notes] [added: 0.90% Notes] due [removed: 2023,] [added: 2026,] incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated [removed: August 14, 2013,] [added: February 11, 2021,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: August 19, 2013.](http://www.sec.gov/Archives/edgar/data/63754/000119312513339688/d585005dex42.htm)] [added: February 11, 2021.](http://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex42.htm)] | | | | | |

| | | | [removed: (v)] [added: (iv)] | | | [Form of [removed: 3.15% notes] [added: 3.15%](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex43.htm) [N](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex43.htm)[otes] due 2024, incorporated by reference from Exhibit 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, 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex43.htm) | | | | | |

| | | | [removed: (vi)] [added: (v)] | | | [Form of [removed: 3.25% notes] [added: 3.25%](http://www.sec.gov/Archives/edgar/data/63754/000119312515370073/d45344dex42.htm) [N](http://www.sec.gov/Archives/edgar/data/63754/000119312515370073/d45344dex42.htm)[otes] 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) | | | | | |

| | | | [removed: (vii)] [added: (vi)] | | | [Form of [removed: 3.40% notes] [added: 3.40%](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex44.htm) [N](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex44.htm)[otes] due 2027, incorporated by reference from Exhibit 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, 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex44.htm) | | | | | |

| | | | [removed: (viii)] [added: (vii)] | | | [Form of [removed: 4.20% notes] [added: 4.20%](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex45.htm) [N](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex45.htm)[otes] due 2047, incorporated by reference from Exhibit 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, 2017.](http://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex45.htm) | | | | | |

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

| | | | (x) | | | [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)] | | | | | |

| | | | (xi) | | | [Form of [removed: 1.85%] [added: 4.95%] Notes due [removed: 2031,] [added: 2033,] incorporated by reference from Exhibit [removed: 4.3] [added: 4.2] of [removed: McCormick’s] [added: McCormick's] Form 8-K dated [removed: February 11, 2021,] [added: April 6, 2023,] 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 6, 2023.](https://www.sec.gov/Archives/edgar/data/63754/000119312523094010/d490179dex11.htm)] | | | | | |

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

| | | | (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)[.*](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)[](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)] [added: 2020.*](http://www.sec.gov/Archives/edgar/data/63754/000006375420000211/a2020vcapnqsoagreement.htm)] | | | | | |

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

| (21) | | | | | | [Subsidiaries of [removed: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex21.htm)] [added: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex21.htm)] | | | Filed herewith | | |

| (23) | | | | | | [Consents of experts and [removed: counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375423000005/mkc-11302022xex23.htm)] [added: counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex23.htm)] | | | Filed herewith | | |

| | | | (i) | | | [Certification [removed: of Lawrence E. Kurzius, 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] [added: of](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm) [Brendan](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm) [](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm)[M](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm)[.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm) [Foley](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm)[,](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.htm) [President](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.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/63754/000006375423000005/mkc-11302022xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex311.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/63754/000006375423000005/mkc-11302022xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex312.htm)] | | | | | |

| | | | (i) | | | [Certification [removed: of Lawrence E. Kurzius, 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] [added: of](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm) [Brendan](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm) [](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm)[M](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm)[.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm) [Foley](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm)[,](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.htm) [President](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.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/63754/000006375423000005/mkc-11302022xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex321.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/63754/000006375423000005/mkc-11302022xex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex322.htm)] | | | | | |

| (101) | | | | | | The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] filed electronically herewith, included in the Exhibit 101 Inline XBRL Document Set. | | | | | |

| [removed: By: | | |] /s/ LAWRENCE E. KURZIUS | | | [removed: Chairman &] | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| | | | [removed: Lawrence E. Kurzius] [added: Brendan M. Foley] | | | Chief Executive Officer | | | | | |

| By: | | | /s/ MICHAEL R. SMITH | | | Executive Vice President & Chief | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| By: | | | /s/ GREGORY P. REPAS | | | Vice President & Controller | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ ANNE L. BRAMMAN | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ MICHAEL A. CONWAY | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ FREEMAN A. HRABOWSKI, III | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ PATRICIA LITTLE | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ MICHAEL D. MANGAN | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ MARITZA G. MONTIEL | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ MARGARET M.V. PRESTON | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ GARY M. RODKIN | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ JACQUES TAPIERO | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| /s/ W. ANTHONY VERNON | | | | | | January [removed: 26, 2023] [added: 25, 2024] | | |

| Year ended November 30, [removed: 2020:] [added: 2023:] | | | | | | | | | | | | | | | | | |

| Valuation allowance on net deferred tax assets | | | [removed: 32.4] [added: 26.4] | | | [removed: 11.8] [added: 3.7] | | | [removed: (0.1)] [added: —] | | | [removed: (12.6)] [added: (4.2)] | | | [removed: 31.5] [added: 25.9] | | |

| (97) | | | | | | [McCormick Clawback Policy](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex97.htm) | | | Filed herewith | | |

| By: | | | /s/ BRENDAN M. FOLEY | | | President & | | | January 25, 2024 | | |

| By: | | | /s/ BRENDAN M. FOLEY | | | President & | | | January 25, 2024 | | |

| | | | Brendan M. Foley | | | Chief Executive Officer | | | | | |

| /s/ BRENDAN M. FOLEY | | | | | | January 25, 2024 | | |

| Brendan M. Foley | | | | | | | | |

| | | | | | | | | |

| | | | | | | January 25, 2024 | | |

| Terry S. Thomas | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Allowance for doubtful receivables | | | $ | 7.3 | | $ | (0.7) | | $ | (1.2) | | $ | 0.5 | | $ | 5.9 | |

| | | | $ | 33.7 | | $ | 3.0 | | $ | (1.2) | | $ | (3.7) | | $ | 31.8 | |

| /s/ LAWRENCE E. KURZIUS | | | | | | January 26, 2023 | | |

| Allowance for doubtful receivables | | | $ | 5.6 | | $ | 0.8 | | $ | (1.4) | | $ | 0.2 | | $ | 5.2 | |

| | | | $ | 38.0 | | $ | 12.6 | | $ | (1.5) | | $ | (12.4) | | $ | 36.7 | |