McCormick & Co. (MKC) 10-K risk factor changes: FY2024 vs FY2023

of capital markets, consumer spending rates, energy availability and costs, the negative impacts caused by pandemics and [added: other local and global] public health [removed: crises,] [added: issues,] as well as the potential impacts of geopolitical uncertainties and international conflicts, including the ongoing conflicts between Russia and [removed: Ukraine and Israel] [added: Ukraine, the war in the Middle East, rising tensions between China] and [removed: Hamas,] [added: Taiwan,] and the effect of governmental initiatives to manage economic conditions.

A product recall, import alert or an adverse result in any such litigation, or negative perceptions regarding food products and ingredients, could result in our having to pay fines or damages, incur additional costs or cause customers and consumers in our principal markets to lose confidence in the safety and quality of certain products or ingredients, any of which could have a negative effect on our business or financial results and, depending upon the significance of the affected product, that negative effect could be [removed: material to our business or financial results.]

The continued growth of [removed: e-commerce] [added: e-commerce, which has encouraged the entry of new competitors] and [added: business models, and] its impact of consumer habits and preferences has accelerated in many of the markets we serve and our financial results may be impacted if we are unable to adapt to changing consumer preferences and market dynamics.

We have a number of major customers, including two large customers that, in the aggregate, constituted approximately 25% of consolidated sales in [removed: 2023.][added: 2024.]

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 outbreaks of illnesses, pandemics [removed: (such as the COVID-19 pandemic)] or other local or global health issues.

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

Political, socio-economic, cultural, and geopolitical (including instability and international conflicts such as the ongoing conflicts between Russia and [removed: Ukraine] [added: Ukraine, the war in the Middle East,] and [removed: Israel] [added: rising tensions between China] and [removed: Hamas)] [added: Taiwan)] conditions, as well as disruptions caused by terrorist activities or otherwise, could also create additional risks for regulatory compliance.

Damage or disruption to [added: or reduction or termination of] raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, [added: international disputes, geopolitical tensions or conflict,] terrorism, cyber-attack, health epidemics, pandemics 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.

[added: 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.

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

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 inflation to continue in [added: 2025 at a similar level to that experienced in] 2024 but at a more modest rate than experienced [removed: in 2023 and] [added: since] 2022.

To the extent that price increases or packaging size decreases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if they result in significant decreases in sales volume, our business, [removed: financial condition or operating results may be adversely affected.]

Ongoing [removed: political] [added: geopolitical] conflicts and the related implications may negatively impact our operations.

[removed: Such geopolitical] [added: Geopolitical] instability [added: has,] and [removed: uncertainty] could [removed: have] [added: result in,] a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics [removed: restrictions including closures of air space,] [added: restrictions,] and could increase the costs, risks and adverse impacts from supply chain and [removed: logistics] [added: logistical] challenges.

[removed: The potential] [added: In addition, the] effects of the ongoing [removed: conflict between Russia and Ukraine, as well as other conflicts, including between Israel and Hamas and in the Red Sea,] [added: conflicts] could also [removed: impact] [added: heighten] many of the other risk factors described herein.

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

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

Production of certain of our products is [removed: concentrated in] [added: highly concentrated, and some are manufactured at] a single [removed: manufacturing site.][added: location.]

From time to time, we [removed: may acquire other businesses and,] [added: may,] based on an evaluation of our business portfolio, [added: acquire other businesses and/or] divest existing businesses.

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

As of November 30, [removed: 2023,] [added: 2024,] we had approximately [removed: $5.3] [added: $5.2] billion of goodwill and approximately $3.0 billion of other indefinite-lived intangible assets.

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

Our future success depends in part on our ability to be an efficient producer in a highly competitive industry, including our plan to eliminate costs under our CCI [removed: and Global Operating Effectiveness (GOE) programs.][added: program.]

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, [removed: 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 [added: increasing our obligation to make contributions to the plans.]

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

There [removed: is] [added: has been] an increased focus by foreign, federal, state and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon pricing, cap and trade systems, or carbon [removed: taxes),] [added: taxes) and imposing mandatory reporting requirements,] energy policies, and sustainability.

Such failure, or the perception that we have failed to act responsibly regarding climate change, whether or not valid, [added: or based in fact,] could result in adverse publicity and negatively affect our business and reputation.

[removed: 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 or customer preference for our products or investor confidence in our stock, as well as expose us to enforcement actions and litigation.

In addition, we could be criticized by [removed: ESG] [added: environmental, social and governance (ESG)] detractors for the scope or nature of our ESG initiatives or goals or for any revisions to these goals.

[added: 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.

If we are unable to meet our ESG goals or evolving investor, industry or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for ESG [removed: issues,] [added: issues or negative incidents, it could erode customer confidence and] customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.

Failure to attract, hire, develop, motivate and retain highly qualified and diverse [added: executive and] 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.

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

On November 30, [removed: 2023,] [added: 2024,] we had total outstanding variable rate debt of approximately [removed: $320 million, including $272] [added: $449] million [removed: of short-term borrowings,] at a weighted-average interest rate of approximately [removed: 5.5%.][added: 4.7%.]

On November 30, [removed: 2023,] [added: 2024,] 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 [added: senior management and the utilization of written guidelines.]

As of November 30, [removed: 2023,] [added: 2024,] our indebtedness of McCormick and its subsidiaries is approximately [removed: $4.4] [added: $4.3] billion.

A significant adverse change in the financial and/or credit position of a customer or counterparty could require us to [added: assume greater credit risk relating to that customer or counterparty and could limit our ability to collect receivables.]

Continued geographical turmoil, including the ongoing conflicts between Russia and [removed: Ukraine] [added: Ukraine, the war in the Middle East,] and [removed: Israel] [added: rising tensions between China] and [removed: Hamas,] [added: Taiwan,] has heightened the risk of cyberattack.

Certain competitors may also be more successful at utilizing data analytics, artificial intelligence, and other new and emerging technologies and digital experiences as part of their advertising practices.

We must also be able to respond successfully to technological advances (including artificial intelligence and machine learning, which may become critical in interpreting consumer preferences in the future), and failure to do so could compromise our competitive position and negatively impact our product sales.

material to our business or financial results.

financial condition or operating results may be adversely affected.

The global economy has been negatively impacted by ongoing geopolitical conflicts, including the military conflicts between Russia and Ukraine, the war in the Middle East, as well as rising tensions between China and Taiwan.

Our business, financial condition and results of operations have been impacted in the past and may be impacted in the future by disruptions in the global economy associated with these geopolitical conflicts.

The scope and duration of such conflicts are uncertain, rapidly changing, and hard to predict.

Further escalation of these geopolitical conflicts, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain operations.

Production of certain of our products is highly concentrated, and some are manufactured at a single location.

assets) in connection with acquired businesses, which may reduce our profitability.

If we fail to achieve, or are

confidential data as well as disruptions to operations.

We are subject to numerous laws and regulations relating to the growing, sourcing, manufacturing, storage, labeling, marketing,

The recent change in the presidential administration could impact U.S. trade and other policies and result in substantial changes that may impact our business.

proceedings.

Many of our product lines are manufactured at a single location.

Disputes

In February 2022, Russia invaded Ukraine.

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

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

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

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

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 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.

increasing our obligation to make contributions to the plans.

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

senior management and the utilization of written guidelines.

assume greater credit risk relating to that customer or counterparty and could limit our ability to collect receivables.

We believe

compliance costs and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or operating results.

Beyond GDPR, there are privacy and data security laws in a growing number of countries around the world (including in the United Kingdom as a result of Brexit).

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand McCormick & Company, Incorporated, our [removed: operations] [added: operations,] and our present business environment from the perspective of management.

We use certain non-GAAP [removed: information — more] [added: information—more] fully described below under the caption Non-GAAP Financial [removed: Measures — that] [added: Measures—that] we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects.

We manufacture, [removed: market] [added: market,] and distribute spices, seasoning mixes, condiments and other flavorful products to the entire food and beverage industry–retailers, food manufacturers and foodservice businesses.

Our actual [added: annual] results [removed: for a year] can vary from our long-term growth objectives.

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

Through digital marketing, we are connecting with consumers in a personalized way to deliver recipes, provide cooking [removed: advice] [added: advice,] and help them discover new products.

[removed: With over 20] product innovation centers around the world, we are supporting the growth of our brands and those of our flavor solutions customers with products that appeal to local consumers.

In [removed: 2023,] [added: 2024,] we achieved net sales growth of [removed: 4.9%] [added: 0.9%] over the [removed: 2022] [added: 2023] level due to the following factors:

- Volume and product mix [removed: unfavorably] [added: favorably] impacted our net sales growth by [removed: 2.6%,] [added: 0.3%,] exclusive of divestitures.

[removed: Both our] [added: The] consumer [added: segment experienced favorable volume] and [added: product mix of 0.8% and the] flavor solutions [removed: segments] [added: segment] experienced unfavorable volume and product mix of [removed: 3.9% and 1.0%, respectively, including the impact of price elasticity.][added: 0.3%.]

- Divestitures negatively impacted our net sales [removed: increase] by [removed: 0.4%.][added: 0.2%.]

- Net sales [removed: growth was negatively] [added: were favorably] impacted by fluctuations in currency rates [removed: that decreased sales growth] by [removed: 0.6%.][added: 0.3%.]

Operating income was [removed: $963.0] [added: $1,060.3] million in [removed: 2023] [added: 2024] and [removed: $863.6] [added: $963.0] million in [removed: 2022.][added: 2023.]

We [removed: recorded $61.2] [added: recognized $9.5] million and [removed: $51.6] [added: $61.2] million of special charges in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, related to organization and streamlining actions.

In constant currency, adjusted operating income increased [removed: 12.0%.][added: 4.6%.]

Diluted earnings per share was [removed: $2.52] [added: $2.92] in [removed: 2023] [added: 2024] and [removed: 2022.][added: $2.52 in 2023.]

In [removed: 2023,] [added: 2024,] diluted earnings per share [added: growth] was driven primarily by [removed: the impact of] higher operating income, [removed: an increase in interest expense,] [added: which included] the [removed: unfavorable] effects of [removed: a decrease in other income, and] [added: lower special charges,] an increase in income from unconsolidated [removed: operations.][added: operations and a decrease in the effective tax rate.]

Special charges [removed: and transaction and integration expenses] lowered earnings per share by [removed: $0.18] [added: $0.03] and [removed: $0.15] [added: $0.18] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Excluding the effects of special charges, [removed: transaction and integration expenses, and the gain realized from the sale of a business,] adjusted diluted earnings per share was [removed: $2.70] [added: $2.95] in [removed: 2023 and $2.53] [added: 2024, compared to $2.70] in [removed: 2022, or] [added: 2023, representing] an increase of [removed: 6.7%.][added: 9.3%.]

Net cash provided by operating activities was [added: $921.9 million,] $1,237.3 million, [removed: $651.5 million] and [removed: $828.3] [added: $651.5] million in [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

In [removed: 2023,] [added: 2024,] we continued to have a balanced use of cash for debt repayment, capital [removed: expenditures] [added: expenditures,] and the return of cash to shareholders through dividends and share repurchases.

We are using our cash to fund shareholder dividends, with annual increases in each of the past [removed: 38] [added: 39] years, and to fund capital expenditures and acquisitions.

In [removed: 2023,] [added: 2024,] the return of cash to our shareholders through dividends and share repurchases was [removed: $454.2] [added: $504.1] million.

In [removed: 2024,] [added: 2025,] we expect net sales to [removed: range from a decline of] [added: grow between 0% and] 2% [added: compared] to [removed: 0% from] our [added: 2024] net [removed: sales in 2023] [added: sales,] including a 1% unfavorable impact [removed: of] [added: from] foreign currency rates, or to [removed: range] [added: grow] from [removed: a decline of] 1% to [removed: an increase of 1%] [added: 3%] on [removed: a constant currency] [added: an organic] basis.

[removed: We expect our 2024] [added: Our] gross profit margin [removed: to range from 50 basis points to 100] [added: for 2024 was 38.5%, an increase of 90] basis points [removed: higher than our gross profit margin of] [added: from] 37.6% in 2023.

[removed: In 2024,] [added: Excluding these special charges,] we expect [removed: an increase in] [added: adjusted] operating income [removed: of 8%] [added: in 2025] to [removed: 10%,] [added: increase by 3% to 5%,] which includes a 1% unfavorable impact from foreign currency rates, [removed: over the 2023 level.][added: or to increase by 4% to 6% on a constant currency basis.]

[removed: the] [added: This] anticipated increase in [added: operating income reflects the expected rise in] our gross profit margin [removed: as well as] [added: and] SG&A cost savings from our CCI [removed: and GOE programs, which] [added: program, although these] will be partially offset by [removed: our] investments [removed: to drive] [added: aimed at driving] volume growth, [removed: including] [added: particularly in] brand marketing.

[removed: We also] [added: Additionally, we] expect approximately $15 million [removed: of] [added: in] special charges [removed: in 2024 that relate] [added: related] to previously announced [removed: organization] [added: organizational] and streamlining actions; in [removed: 2023,] [added: 2024,] special charges [removed: were $61.2] [added: totaled $9.5] million.

[removed: Excluding special charges, we] [added: We] expect [removed: 2024’s] adjusted [removed: operating income] [added: diluted earnings per share] to increase by 3% to 5%, which includes a [removed: 1%] [added: 2%] unfavorable impact from [removed: foreign] currency rates, or to increase by [removed: 4%] [added: 5%] to [removed: 6%] [added: 7%] on a constant currency [removed: basis.][added: basis over adjusted diluted earnings per share of $2.95 in 2024.]

We estimate that our [removed: 2024] [added: 2025] effective tax rate, including the net favorable impact of anticipated discrete tax items, [added: although at a lower amount than in 2024,] will be [removed: 22%] [added: 22.0%] as compared to [removed: 21.8%] [added: 20.5%] in [removed: 2023.][added: 2024.]

Excluding projected taxes associated with special charges, we estimate that our adjusted effective tax rate will be approximately [removed: 22%] [added: 22.0%] in [removed: 2024, or comparable] [added: 2025, as compared] to an adjusted effective tax rate of [removed: 22.0%] [added: 20.5%] in [removed: 2023.][added: 2024.]

We also expect that our income from unconsolidated operations, including the performance of our largest joint venture, McCormick de Mexico, will [removed: increase] [added: decline] by a [removed: mid-teens] [added: mid-teen] percentage rate [removed: over] [added: from] the [removed: 2023 level.][added: 2024 level, reflecting the strengthening of the U.S. dollar against the Mexican peso.]

Diluted earnings per share was [removed: $2.52] [added: $2.92] in [removed: 2023.][added: 2024.]

Diluted earnings per share for [removed: 2024] [added: 2025] is projected to range from [removed: $2.76] [added: $2.99] to [removed: $2.81.][added: $3.04.]

Excluding the per share impact of special [removed: charges of $61.2 million] [added: charges,] adjusted diluted earnings per share was [removed: $2.70] [added: $2.95] in [removed: 2023.][added: 2024.]

Adjusted diluted earnings per share, excluding an estimated per share impact from special charges of $0.04, is projected to range from [removed: $2.80 to $2.85 in 2024, or an increase of 4%] [added: $3.03] to [removed: 6% over adjusted diluted earnings per share of $2.70] [added: $3.08] in [removed: 2023.][added: 2025.]

RESULTS OF [removed: OPERATIONS—2023] [added: OPERATIONS—2024] COMPARED TO [removed: 2022][added: 2023]

| | | | [added: 2024 | | |] 2023 | | | 2022 | | |

| Net sales | | | $ | [removed: 6,662.2] [added: 6,723.7] | | $ | [removed: 6,350.5] [added: 6,662.2] | |

| Percent growth | | | [removed: 4.9] [added: 0.9] | | % | [removed: 0.5] [added: 4.9] | | % |

With over 20

- Pricing actions contributed 0.5% to the increase in net sales, driven by the favorable impact of pricing actions in our flavor solutions segment.

- Excluding the impact of divestitures and fluctuations in currency rates, we grew sales, on an organic basis, by 0.8% over the prior year.

In 2024, operating income was positively impacted by the higher level of sales and an improvement in our gross profit margin as a percentage of sales of 90 basis points as compared to the prior year.

A higher level of SG&A expenses resulted in a 40 basis point increase in SG&A as a percentage of sales with approximately half of that basis point increase attributable to an increase in advertising and promotion spend.

In addition, the higher level of SG&A expenses was driven by increased selling and marketing costs and a higher level of research and development expenses that were partially offset by, lower performance-based employee and stock based compensation expense and cost savings led by our CCI and GOE programs, all as compared to the prior year.

Excluding special charges, adjusted operating income was $1,069.8 million in 2024, representing a 4.5% increase compared to $1,024.2 million in 2023.

A detailed review of our fiscal 2024 performance compared to fiscal 2023 appears in the section titled “Results of Operations – 2024 Compared to 2023.” A detailed review of our fiscal 2023 performance compared to our fiscal 2022 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended November 30, 2023 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – 2023 Compared to 2022,” which is incorporated herein by reference.

2025 Outlook

We anticipate that sales in 2025 will benefit from favorable volume and product mix.

We expect our 2025 gross profit margin to improve by 50 to 100 basis points from the 38.5% gross profit margin reported in 2024.

This projected increase is primarily driven by (i) positive effects from product mix changes, (ii) anticipated cost savings from our Comprehensive Continuous Improvement (CCI) program, and (iii) a low single-digit percentage impact of inflation in 2025 compared to 2024.

For 2025, we anticipate an increase in operating income of 3% to 5% over the 2024 level, including a 1% unfavorable impact from foreign currency rates.

We project our brand marketing investments in 2025 to rise by high-single digits compared to 2024.

| | | | 2024 | | | 2023 | | |

Pricing actions, primarily implemented during the prior year, increased sales by 0.5% as compared to 2023.

Sales were impacted by favorable foreign currency rates that increased sales by 0.3% in 2024 as compared to the prior year.

Excluding divestitures and the impact of foreign currency rates, our organic sales growth was 0.8%, as compared to 2023.

| | | | 2024 | | | 2023 | | |

In 2024, gross profit increased by $88.5 million, or 3.5%, from 2023.

| | | | 2024 | | | 2023 | | |

| | | | 2024 | | | 2023 | | |

During 2024, we recorded $9.5 million of special charges, consisting principally of $4.5 million associated with the GOE program and $5.0 million associated with the transition of a manufacturing facility in EMEA.

| | | | 2024 | | | 2023 | | |

Operating income increased by $97.3 million, or 10.1%, from $963.0 million in 2023 to $1,060.3 million in 2024.

| | | | 2024 | | | 2023 | | |

Other income increased $3.5 million as compared to the prior period, driven by an increase in interest income, partially offset by a higher level of foreign currency exchange losses.

| | | | 2024 | | | 2023 | | |

This reduction in our effective tax rate is primarily due to a higher level of net discrete tax benefits recorded for 2024.

Specifically, net discrete tax benefits amounted to $31.7 million in 2024, an increase of $22.1 million from $9.6 million in 2023.

The $31.7 million of net discrete tax benefits for 2024 principally included (i) $19.4 million of tax benefits associated with the recognition of a deferred tax asset related to an international legal entity reorganization, (ii) $12.3 million of tax benefit from the reversal of certain reserves for unrecognized tax benefits and related interest associated with both the effective settlement from the conclusion of a tax examination and the expiration of statutes of limitations, (iii) $6.0 million of tax benefits resulting from state tax matters, and related deferred taxes, (iv) $1.8 million of tax benefit from an adjustment to a prior year tax accrual and related deferred taxes based on final returns filed, (v) $6.2 million of tax expense associated with the adjustment of valuation allowances due to changes in judgment about the realizability of deferred tax assets, and (vi) $1.8 million of tax expense related to certain unremitted prior year earnings.

Numerous countries have enacted the Organization of Economic Corporation and Development’s framework on a global 15% minimum tax, referred to as Pillar 2, which are generally effective for our fiscal year ending November 30, 2025.

We do not expect a material increase to our effective tax rate associated with the adoption of these model rules in the countries in which we operate.

| | | | 2024 | | | 2023 | | |

| | | | | | |

| Increase in other income | | | 0.01 | | |

| | | | | | |

| | | | 2024 | | | 2023 | | |

Asia-Pacific region sales declines were principally attributable to the macro environment in China.

Higher volume and product mix added 0.8% to net sales, as compared to 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.

These acquisitions are driving sales in both our consumer and flavor solutions segments.

- Pricing actions, taken in response to the inflationary cost environment, contributed 8.5% to the increase in net sales.

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.

Excluding this impact, we grew sales by 5.5% over the prior year on a constant currency basis.

In 2022, we also recorded $2.2 million of transaction and integration expenses related to our acquisition of FONA that reduced operating income.

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.

Excluding special charges and transaction and integration expenses related to our acquisition of FONA, adjusted operating income was $1,024.2 million in 2023, an increase of 11.6%, compared to $917.4 million in the year-ago period.

A gain on our

sale of a business increased earnings per share by $0.14 in 2022.

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

Recent Events

During fiscal 2022 and fiscal 2023, we experienced inflationary cost increases in our commodities, packaging materials and transportation costs.

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.

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

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.

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 GOE program.

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

Our CCI program funds brand marketing support, product innovation and other growth initiatives.

We expect our CCI program, GOE program, and organization and streamlining actions to deliver additional savings in 2024.

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

As technology provides the backbone for this greater process alignment, information sharing and scalability, we are also making investments in our information systems.

We continue to progress our global enterprise resource planning (ERP) replacement program which will enable us to accelerate the transformation of our ways of working and provide a scalable platform for growth.

We 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

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

We anticipate that our volume and product mix will be impacted by the divestiture of our Giotti canning business in the third quarter of last year, and the pruning of low margin businesses.

The projected 2024 increase in gross profit margin is principally due to the net effect of (i) the favorable impact of pricing actions, (ii) the favorable impacts of product mix, (iii) the favorable impact of anticipated Global Operating Effectiveness Program and CCI cost savings, and (iv) a low single-digit percentage impact of inflation in 2024 compared to 2023.

The projected 2024 change in operating income includes the effects of

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

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| Components of percent growth in net sales–increase (decrease): | | | | | | | | |

| Acquisitions | | | — | | % | 0.2 | | % |

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.

This information is set forth in the “Market Risk Sensitivity” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in [removed: note 8] [added: Note 7] of our notes to consolidated financial statements.

We manufacture, [removed: market] [added: market,] and distribute spices, seasoning mixes, [removed: condiments] [added: condiments,] and other flavorful products to the entire food [removed: industry–retailers,] [added: industry: retailers,] food [removed: manufacturers] [added: manufacturers,] and foodservice businesses.

Our major sales, [removed: distribution] [added: distribution,] and production facilities are located in North America, [removed: Europe] [added: Europe,] and China.

Additional facilities are based in Australia, Central America, [removed: Thailand] [added: Thailand,] and South Africa.

We operate in two business [removed: segments,] [added: segments:] consumer and flavor solutions.

Demand for flavor is growing globally, and across both [removed: segments] [added: segments,] we have the customer base and product breadth to participate in all types of eating occasions.

Our products deliver flavor when cooking at home, dining out, purchasing a quick service [removed: meal] [added: meal,] or enjoying a snack.

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

In [removed: 2023,] [added: 2024,] the consumer segment contributed approximately 57% of consolidated net sales and [removed: 73%] [added: 69%] of consolidated operating income, and the flavor solutions segment contributed approximately 43% of consolidated net sales and [removed: 27%] [added: 31%] of consolidated operating income.

*Consumer Segment.* From locations around the world, our brands reach consumers in approximately [removed: 170] [added: 150] countries and territories.

Our leading brands in the Americas include McCormick®, French’s®, Frank’s RedHot®, [removed: Lawry’s®] [added: Lawry’s®,] Cholula Hot [removed: Sauce®] [added: Sauce®,] and Club House®, as well as brands such as Gourmet Garden® and OLD BAY®.

We also market authentic regional and ethnic brands such as Zatarain’s®, Stubb's®, Thai [removed: Kitchen®] [added: Kitchen®,] and Simply Asia®.

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

In the Asia/Pacific (APAC) region, we market our [removed: products] [added: spices and seasonings] under the McCormick [added: brand, DaQiao®, as well as other brands, our dessert products under the Aeroplane® brand,] and [removed: DaQiao® brands.][added: packaged chilled herbs under the Gourmet Garden® brand.]

Approximately [removed: two thirds] [added: two-thirds] of our consumer segment sales are spices and seasonings and condiments and sauces.

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

In this competitive environment, we are leading with innovation and brand marketing, [removed: and] applying our analytical tools to help customers optimize the profitability of their sales of these [removed: categories] [added: categories,] while simultaneously working to increase our [added: own] sales and profit.

In addition to marketing our branded products to these customers, we are [removed: also] a leading supplier of private label items, also known as store brands.

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

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

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

In addition to a broad range of flavor solutions, our long-standing customer relationships are evidence of our effectiveness in building customer [removed: intimacy.]

Our customers benefit from our expertise in many areas, including sensory testing, culinary research, food [removed: safety] [added: safety,] and flavor application.

Other competitors include large publicly held flavor companies that are more global in [removed: nature, but which also] [added: nature and] tend to focus on providing integrated solutions extending beyond flavor through the use of other functional and nutritional ingredients.

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

Pepper and other spices and herbs are generally sourced from countries other than the [removed: United States.][added: U.S. Other raw materials, like dairy products and onion, are primarily sourced locally, either within the U.S. or from our international locations.]

We respond to this volatility in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery, customer price [removed: adjustments] [added: adjustments,] and cost savings from our Comprehensive Continuous Improvement (CCI) program.

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

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

There has been, and [removed: there] could continue to be, reduced availability of transportation capacity due to labor shortages and higher fuel [removed: costs that has] [added: costs, which have caused] and may continue to cause an increase in [removed: the cost of] transportation [added: costs] for us and our suppliers.

Our products are sold directly to customers [removed: and also] [added: as well as] through brokers, [removed: wholesalers] [added: wholesalers,] and distributors.

In the flavor solutions segment, products are used by food and beverage manufacturers as ingredients [removed: for] [added: in] their finished goods and by foodservice customers [removed: as ingredients] for menu items, as well as provided to their own customers for [removed: use in] dine-in and take-out [removed: eating] occasions, all to enhance the flavor of their foods.

Customers [removed: for] [added: in] the flavor solutions segment include food manufacturers and the foodservice [removed: industry] [added: industry,] supplied through a variety of [removed: channels] [added: channels,] including directly and indirectly through distributors, wholesale foodservice [removed: suppliers] [added: suppliers,] and e-commerce.

Sales to one of our consumer segment customers, Wal-Mart Stores, Inc., accounted for [removed: approximately 12% of] consolidated sales [added: of approximately 12%] in [added: 2024,] 2023 and [removed: 2022, and 11% of consolidated sales in 2021.][added: 2022.]

Sales to one of our flavor solutions segment customers, PepsiCo, Inc., accounted for [removed: approximately 13% of] consolidated sales [added: of approximately 13%] in [removed: 2023] [added: 2024, 13% in 2023,] and 11% [removed: of consolidated sales] in [removed: 2022 and 2021.][added: 2022.]

In [added: 2024,] 2023, [removed: 2022] and [removed: 2021,] [added: 2022,] the top three customers in our flavor solutions segment represented between 47% and 49% of our global flavor solutions sales.

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

The “Mc – McCormick” trademark is extensively used [removed: by us] in connection with the sale of our food products in the U.S. and certain non-U.S. markets.

The terms of the trademark registrations are [removed: as] prescribed by law, and the registrations will be renewed [removed: for] as long as we deem them [removed: to be] useful.

The term of the license agreements is generally [removed: two to three] [added: two-to-three] years or until such time as either party terminates the agreement.

Due to seasonal factors inherent in [removed: our] [added: the] business, our sales, [removed: income] [added: operating income,] and cash from operations [removed: generally] are [added: generally] higher in the fourth quarter [removed: due to] [added: because of] the holiday season.

intimacy.

Gabriel, Katherine A.

Mr. Gabriel is 53 years old and, during the last five years has held the following positions within McCormick: December 2024 to present - Executive Vice President and Chief Financial Officer; March 2024 to November 2024 - Senior Vice President Global Finance and Capital Markets; June 2023 to February 2024 - Senior Vice President, Finance and Global Business Services; August 2022 to May 2023 - Chief Transformation Officer; and August 2017 to July 2020 - Chief Financial Officer Americas.

In 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.

In Australia and elsewhere in the APAC region, we market our products under the McCormick brand as well as other brands.

and includes seasoning blends, spices and herbs, condiments, coating systems and compound flavors.

Other raw materials, like dairy products and onion, are primarily sourced locally, either within the United States or from our international locations.

Foust, Katherine A.

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.

For the fiscal year ended November 30, [removed: 2023][added: 2024]

The aggregate market value of the Voting Common Stock held by non-affiliates at May 31, [removed: 2023: $1,449,790,965][added: 2024: $1,153,048,198]

The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May 31, [removed: 2023: $21,526,477,162][added: 2024: $18,200,459,672]

| Proxy Statement for McCormick’s March [removed: 27, 2024] [added: 26, 2025] Annual Meeting of Stockholders (the [removed: “2024] [added: “2025] Proxy Statement”) | | | Part III | | |

As used herein, references to “McCormick,” “we,” [removed: “us”] [added: “us,”] and “our” are to McCormick & Company, Incorporated and its consolidated subsidiaries or, as the context may require, McCormick & Company, Incorporated only.

| Common Stock | | | 15,636,290 | | | December 31, 2024 | | |

| Common Stock Non-Voting | | | 252,517,977 | | | December 31, 2024 | | |

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

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

Risk Management and Strategy

Cybersecurity risk management is overseen both as a critical component of our overall Enterprise Risk Management program and as a standalone program.

We have implemented a risk-based, multilayered approach to assessing, identifying, and managing cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents.

The team devotes significant resources to our cybersecurity risk management, which focuses on developing and implementing strategies and processes to protect the confidentiality, integrity, and availability of our assets and those of our consumers, customers and employees and seeks to continually improve our policies and practices to protect our platforms, adapt to changes in regulations, identify potential and emerging security risks and develop mitigation strategies for those risks.

As part of this effort, the team periodically benchmarks our practices against the NIST Cyber Security and Privacy Frameworks, and other good practice control methods, which include updating technology, developing data privacy and security policies and procedures, implementing and assessing the effectiveness of controls, monitoring and routine testing of our information systems, conducting risk assessments of third-party service providers, providing data privacy and cybersecurity awareness training to employees and designing business processes to protect private data and mitigate the risk of cybersecurity incidents.

We periodically conduct tests on our systems to help discover potential vulnerabilities, which enable improved decision-making and prioritization and promote monitoring and reporting across compliance functions.

We believe that these

actions provide adequate measures of protection against security breaches and generally reduce our cybersecurity risks, and we have not had a material cybersecurity threat or attack to date.

Our processes also address cybersecurity risks associated with our use of third-party service providers including suppliers, and software and cloud-based service providers.

We proactively evaluate the cybersecurity risk of our third-party service providers by utilizing a repository of risk assessments, external monitoring sources, threat intelligence and predictive analytics to better inform ourselves during contracting and vendor selection processes.

Third-party service providers security issues are documented, tracked, and monitored in order to mitigate risk.

Our employees, including part-time and temporary employees, undertake an annual cybersecurity training program, which is augmented by additional training and communications on information security and data privacy matters throughout the year.

We have adopted an incident response plan that applies in the event of a cybersecurity threat or incident to provide a standardized framework for responding to such cybersecurity threats or incidents.

The plan sets out a coordinated approach to investigating, containing, documenting, and mitigating incidents, including reporting findings and keeping our Management Committee, the Audit Committee, the Board, and other key stakeholders informed and involved as appropriate.

The plan is aligned to NIST guidance.

It also includes the involvement of any personnel who may detect incidents, respond to incidents, resolve incidents, and manage communications and responsibilities with authorities about those incidents.

The plan applies to all personnel (including third-party contractors, vendors, and partners) that perform functions or services requiring access to secure Company information, and to all devices and network services that are owned or managed by us.

Further, we currently maintain a cybersecurity insurance that provides coverage for certain types of incidents; however, such insurance may not be sufficient in type or amount to cover claims related to all cyber threats or risks.

While we have not experienced any material cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, as of the date of this Annual Report on Form 10-K, there can be no guarantee that we will not be the subject of future threats or incidents.

Additional information on cybersecurity risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing information.

Governance and Oversight

Our Board and the Audit Committee are actively engaged in the oversight of our cybersecurity and data privacy program.

The Board, at least annually, and the Audit Committee, periodically throughout the year, receive regular reports from our Chief Information Security Officer (“CISO”) and members of the information security team on, among other things, recent developments, the state of the information security program, assessments of risks and threats to our information security systems, information security considerations arising with respect to our peers and third parties, third-party and independent reviews, and processes to maintain and strengthen information security systems.

Under the oversight of the Audit Committee, we engage third-party experts to assess the state of our cybersecurity and data privacy program.

The Audit Committee also provides regular updates to the Board, and the Board would be notified between such updates regarding significant new cybersecurity threats or incidents.

We have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated internally and, where appropriate, reported to the Management Committee, the Audit Committee or the Board in a timely manner.

We have an Executive Cybersecurity Steering Committee that is facilitated by our CISO, which is designed to engage business leadership and employ best practices, including ongoing enhancements to governance, risk and compliance.

Our internal audit function also performs independent testing on aspects of the operations of our cybersecurity program and the supporting controls based upon its risk-based internal audit plan and reports the results of these audits in its periodic reports to the Audit Committee.

Our CISO currently reports to our Chief Information and Digital Officer and is responsible for training and leading a dedicated information security team tasked with protecting data and preventing, identifying, and appropriately addressing cybersecurity threats.

The CISO is a Certified Information Systems Security Professional with over 20 years of experience developing and maturing information security programs, including experience with leading privacy, enterprise risk, records management, business continuity and operational risk programs, among others.

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

In addition, we own, [removed: lease] [added: lease,] or contract other properties used for manufacturing consumer and flavor solutions products and for sales, warehousing, [removed: distribution] [added: distribution,] and administrative functions.

We further believe that these plants generally have adequate capacity or the ability to expand, and can accommodate seasonal demands, changing product [removed: mixes] [added: mixes,] and additional growth.

Belcamp, Maryland–consumer and flavor solutions

We have disclosed [removed: in note 17 of] the [removed: accompanying financial statements the] information [removed: relating] [added: related] to the dividends declared and paid on our classes of common [removed: stock.][added: stock in Note 16 of the accompanying financial statements.]

The market price of our common stock at the close of business on December [removed: 29, 2023] [added: 31, 2024] was [removed: $68.00] [added: $75.80] per share for the Common Stock and [removed: $68.42] [added: $76.24] 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: 29, 2023] [added: 31, 2024] was as follows:

| Common Stock Non-Voting, par value $0.01 per share | | | [removed: 9,000] [added: 8,600] | | |

The following table summarizes our purchases of Common Stock (CS) and Common Stock Non-Voting (CSNV) during the fourth quarter of [removed: 2023:][added: 2024:]

| September 1, [removed: 2023] [added: 2024] to September 30, [removed: 2023] [added: 2024] | | | CS - 0 CSNV - 0 | | | \- \- | | | \- \- | | | [removed: $511] [added: $472] million | | |

As of November 30, [removed: 2023,] [added: 2024,] approximately [removed: $501] [added: $448] million remained of a $600 million share repurchase authorization approved by the Board of Directors in November 2019.

During fiscal [removed: 2023,] [added: 2024,] we issued [removed: 671,229] [added: 1,028,181] shares of CSNV in exchange for shares of CS and issued [removed: 11,160] [added: 14,083] shares of CS in exchange for shares of CSNV.

| October 1, 2024 to October 31, 2024 | | | CS - 298,310 CSNV - 0 | | | $80.64 \- | | | 298,310 \- | | | $448 million | | |

| November 1, 2024 to November 30, 2024 | | | CS - 437 CSNV - 0 | | | $78.51 \- | | | 437 \- | | | $448 million | | |

| Total | | | CS - 298,747 CSNV - 0 | | | $80.64 \- | | | 298,747 \- | | | $448 million | | |

On October 9, 2024, we repurchased 55,538 shares of our CS from our U.S. pension plan to facilitate the plan’s rebalancing of its asset allocation.

Additionally, on October 10, 2024, October 11, 2024, October 15, 2024 and October 16, 2024, we purchased 55,000 shares each day, for a total of 220,000 shares of our CS from our U.S. pension plan to facilitate the plan's rebalancing of its asset allocation.

The prices paid per share represented the average of the high and low prices of the common shares on October 9, 2024, October 10, 2024, October 11, 2024, October 15, 2024, and October 16, 2024, respectively.

On October 2, 2024, we purchased 22,772 shares of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company stock fund.

The price paid per share represented the closing price of the CS on October 2, 2024.

| 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 | | |

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: 2023.][added: 2024.]

Our internal control over financial reporting as of November 30, [removed: 2023] [added: 2024] has been audited by Ernst & Young LLP.

[removed: ][added: ]

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

[removed: ][added: ]

][added: Signature.jpg](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-20241130_g4.jpg)]

We have audited McCormick & Company, Incorporated’s internal control over financial reporting as of November 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and the financial statement schedule listed in the Index at item 15(2) and our report dated January [removed: 25, 2024] [added: 23, 2025] expressed an unqualified opinion thereon.

[removed: ][added: ]

We have audited the accompanying consolidated balance sheets of McCormick & Company, Incorporated (the Company) as of November 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended November 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 25, 2024] [added: 23, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At November 30, [removed: 2023,] [added: 2024,] 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 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, [added: asset groupings,] 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 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 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: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 6,662.2] [added: 6,723.7] | | $ | [removed: 6,350.5] [added: 6,662.2] | | $ | [removed: 6,317.9] [added: 6,350.5] | |

| Cost of goods sold | | | [removed: 4,159.7] [added: 4,132.7] | | | [removed: 4,076.0] [added: 4,159.7] | | | [removed: 3,823.3] [added: 4,076.0] | | |

| Gross profit | | | [removed: 2,502.5] [added: 2,591.0] | | | [removed: 2,274.5] [added: 2,502.5] | | | [removed: 2,494.6] [added: 2,274.5] | | |

| Selling, general and administrative expense | | | [removed: 1,478.3] [added: 1,521.2] | | | [removed: 1,357.1] [added: 1,478.3] | | | [removed: 1,404.1] [added: 1,357.1] | | |

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

| Special charges | | | [removed: 61.2] [added: 9.5] | | | [removed: 51.6] [added: 61.2] | | | [removed: 46.4] [added: 51.6] | | |

| Operating income | | | [removed: 963.0] [added: 1,060.3] | | | [removed: 863.6] [added: 963.0] | | | [removed: 1,015.1] [added: 863.6] | | |

| Interest expense | | | [removed: 208.2] [added: 209.4] | | | [removed: 149.1] [added: 208.2] | | | [removed: 136.6] [added: 149.1] | | |

| Other income, net | | | [removed: 43.9] [added: 47.4] | | | [removed: 98.3] [added: 43.9] | | | [removed: 17.3] [added: 98.3] | | |

| Income from consolidated operations before income taxes | | | [removed: 798.7] [added: 898.3] | | | [removed: 812.8] [added: 798.7] | | | [removed: 895.8] [added: 812.8] | | |

| Income tax expense | | | [removed: 174.5] [added: 184.0] | | | [removed: 168.6] [added: 174.5] | | | [removed: 192.7] [added: 168.6] | | |

| Net income from consolidated operations | | | [removed: 624.2] [added: 714.3] | | | [removed: 644.2] [added: 624.2] | | | [removed: 703.1] [added: 644.2] | | |

| Income from unconsolidated operations | | | [removed: 56.4] [added: 74.2] | | | [removed: 37.8] [added: 56.4] | | | [removed: 52.2] [added: 37.8] | | |

| Net income | | | $ | [removed: 680.6] [added: 788.5] | | $ | [removed: 682.0] [added: 680.6] | | $ | [removed: 755.3] [added: 682.0] | |

| Earnings per share–basic | | | $ | [removed: 2.54] [added: 2.94] | | $ | 2.54 | | $ | [removed: 2.83] [added: 2.54] | |

| Earnings per share–diluted | | | $ | [removed: 2.52] [added: 2.92] | | $ | 2.52 | | $ | [removed: 2.80] [added: 2.52] | |

| for the year ended November 30 (millions) | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net income attributable to non-controlling interest | | | [removed: 5.5] [added: 7.5] | | | [removed: 6.2] [added: 5.5] | | | [removed: 8.0] [added: 6.2] | | |

| Unrealized components of pension and other postretirement plans | | | [removed: (3.1)] [added: (24.3)] | | | [removed: 149.2] [added: (3.1)] | | | [removed: 134.8] [added: 149.2] | | |

| Currency translation adjustments | | | [removed: 92.5] [added: (90.7)] | | | [removed: (161.8)] [added: 92.5] | | | [removed: (68.8)] [added: (161.8)] | | |

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

| Deferred taxes | | | [removed: 8.0] [added: 4.6] | | | [removed: (46.8)] [added: 8.0] | | | [removed: (30.2)] [added: (46.8)] | | |

| Total other comprehensive income (loss) | | | [removed: 90.6] [added: (107.1)] | | | [removed: (56.1)] [added: 90.6] | | | [removed: 36.9] [added: (56.1)] | | |

| Comprehensive income | | | $ | [removed: 776.7] [added: 688.9] | | $ | [removed: 632.1] [added: 776.7] | | $ | [removed: 800.2] [added: 632.1] | |

| Marcos M. Gabriel | | |

January 23, 2025


January 23, 2025

| Net income | | | | | | | | | | | | 788.5 | | | — | | | — | | | 788.5 | | |

| Dividends | | | | | | | | | — | | | (459.1) | | | — | | | — | | | (459.1) | | |

| Shares purchased and retired | | | (0.9) | | | — | | | (29.6) | | | (34.1) | | | — | | | — | | | (63.7) | | |

| Shares issued | | | 0.8 | | | — | | | 19.8 | | | — | | | — | | | — | | | 19.8 | | |

| Balance, November 30, 2024 | | | 15.7 | | | 252.3 | | | $ | 2,237.2 | | $ | 3,545.0 | | $ | (491.2) | | $ | 25.8 | | $ | 5,316.8 | |

The resulting translation adjustments are included in accumulated other comprehensive income (loss), which is a separate component of shareholders’ equity.

| 2024 | | | $ | 4,801.9 | | $ | 1,239.3 | | $ | 682.5 | | $ | 6,723.7 | |

the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year.

In November 2024, the FASB issued ASU No. 2024-03: *Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures* that requires more detailed disclosure about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expense and depreciation expense.

The guidance is effective for our annual period ending November 30, 2028 and our interim periods during the fiscal year ending November 30, 2029.

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

Special charges consist of expenses, including related impairment charges,

| Total special charges | | | $ | 9.5 | | $ | 61.2 | | $ | 51.6 | |

During 2024, we recognized $9.5 million of special charges, consisting of $4.5 million associated with our GOE program, as more fully described below, and $5.0 million associated with the transition of a manufacturing facility in EMEA, as more fully described below.

Upon all eligible

Other special charges recognized during the year ended November 30, 2024, under our GOE program included $4.2 million in severance and related benefit costs and $0.3 million of third-party expenses and other costs.

During 2024, we recognized a reversal of $1.5 million associated with severance and related benefit costs, based on a change in estimate, and $6.5 million in third-party expenses and other costs.

| | | | 8,271.4 | | | — | | | 8,305.7 | | | — | | |

| | | | 2024 | | | | | | 2023 | | | | | |

| (millions) | | | 2024 | | | 2023 | | |

| | | | $ | 483.1 | | $ | 272.2 | |

| 4.70% notes due 10/15/2034(5) | | | 500.0 | | | — | | |

| | | | 3,858.8 | | | 4,139.2 | | |

| | | | $ | 3,593.6 | | $ | 3,339.9 | |

variable rate by interest rate swaps through 2027.

(5)Treasury lock agreements, settled upon issuance of these notes, effectively set the interest rate on these $500 million notes at a weighted-average fixed rate of 4.68%.

| 2025 | | | $ | 265.2 | |

| 2028 | | | 10.3 | | |

| 2029 | | | 18.0 | | |

| Thereafter | | | 2,357.3 | | |

In October 2024, we issued $500 million aggregate principal amount of 4.70% unsecured senior notes due 2034.

Interest is payable semi-annually in April and October each year, beginning on April 15, 2025.

As part of the issuance of new debt, we entered and settled treasury locks in a notional amount of $150 million to manage our interest rate risk associated with the issuance of the unsecured senior notes.

We designated the treasury lock arrangements as cash flow hedges with the realized gain of $0.9 million to be amortized to interest expense over the life of the underlying debt.

We previously maintained a 364-day $500 million revolving credit facility that was entered into in June 2023 and expired in June 2024.

| | | | 2024 | | | | | | 2023 | | | | | |

| Michael R. Smith | | |

January 25, 2024

| | | | | | | | | |

| Amortization of inventory fair value adjustments associated with acquisitions | | | — | | | — | | | 6.3 | | | | | | | | |

| Acquisitions of businesses (net of cash acquired) | | | — | | | — | | | (706.4) | | | | | | | | |

| Proceeds from sale of unconsolidated operation | | | — | | | — | | | 65.4 | | | | | | | | |

| Balance, November 30, 2020 | | | 18.0 | | | 248.9 | | | $ | 1,981.3 | | $ | 2,415.6 | | $ | (470.8) | | $ | 13.9 | | $ | 3,940.0 | |

| Dividends | | | | | | | | | — | | | (371.5) | | | — | | | — | | | (371.5) | | |

| Shares purchased and retired | | | (0.3) | | | — | | | (7.8) | | | (17.0) | | | — | | | — | | | (24.8) | | |

| Shares issued | | | 0.7 | | | — | | | 15.0 | | | — | | | — | | | — | | | 15.0 | | |

The net book value of capitalized software totaled $159.9 million and $160.6 million at November 30, 2023 and 2022, respectively.

sheet.

| 2022 | | | | | | | | | | | | | | |

| 2021 | | | | | | | | | | | | | | |

| Net sales | | | $ | 4,396.1 | | $ | 1,191.3 | | $ | 730.5 | | $ | 6,317.9 | |

We assess the

ACQUISITIONS AND DISPOSITIONS

Acquisition of FONA International LLC

On December 30, 2020, we purchased FONA International, LLC and certain of its affiliates (FONA), a privately held company, for a purchase price of approximately $708.2 million, net of cash acquired.

That purchase price includes the payment of $2.6 million during 2021 associated with the final working capital adjustment.

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 expands the breadth of our flavor solutions segment into attractive categories, as well as extends our technology platform and strengthens our capabilities.

The acquisition was funded with cash and commercial paper.

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.

Transaction and Integration Expenses Associated with the Cholula and FONA Acquisitions

The following are the transaction and integration expenses recognized related to the Cholula and FONA acquisitions for the years ended November 30 (in millions):

| Transaction-related expenses included in cost of goods sold | | | $ | — | | $ | — | | $ | 6.3 | |

| Other transaction expenses | | | — | | | — | | | 13.8 | | |

| Integration expenses | | | — | | | 2.2 | | | 15.2 | | |

| Total transaction and integration expenses | | | $ | — | | $ | 2.2 | | $ | 35.3 | |

We valued finished goods and work-in-process inventory associated with our December 30, 2020, purchase of FONA International, LLC and certain of its affiliates (FONA) and our November 30, 2020 acquisition of Cholula using a net realizable value approach, which resulted in total a step-up of $6.3 million that was recognized in cost of goods sold in 2021 as the related inventory was sold.

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

Disposal of Kitchen Basics

| Special charges included in Cost of goods sold | | | — | | | — | | | 4.7 | | |

We expect the cost of the initiative to approximate $40 million—to be recognized as special charges in our consolidated income statement through 2024.

During 2021, we recorded $51.1 million of special charges, of which $46.4 million was recognized in Special charges and $4.7 million was recognized in Cost of goods sold on our consolidated income statement.

Special charges in 2021 consisted principally of $19.5 million associated with our exit of our rice product line in India, as more fully described below, $6.2 million associated with the transition of a manufacturing facility in EMEA, streamlining actions of $10.3 million in the Americas region, $4.8 million in the EMEA region and $0.8 million in the APAC region, and $0.8 million related to our Global Business Services (GBS) operating model initiative, together with a non-cash asset impairment charge of $6.0 million associated with an administrative site that was sold in conjunction with our decision to employ a hybrid work environment.

In 2021, we recorded a total of $19.5 million of special charges related to the exit of our Kohinoor rice product line in India.

This action principally relates to the discontinuance of Kohinoor's rice business consistent with our focus on higher margin products to enable the business to focus on both its flavor solutions and non-rice consumer business.

[removed: *Disclosure] [added: Disclosure] Controls and [removed: Procedures*][added: Procedures]

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: 2023] [added: 2024] financial statements in Item 8 of this Report under the captions entitled “Report of Management” and "Report of Independent Registered Public Accounting Firm.”

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal year 2024.

None.

Information responsive to this item is set forth in the sections titled “Corporate [removed: Governance” and] [added: Governance,”] “Election of [removed: Directors”] [added: Directors,” and "Insider Trading Policies and Procedures"] in our [removed: 2024] [added: 2025] 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 [removed: Participation”] [added: Participation,” “Policies] and [added: Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information”, and] “Equity Compensation Plan Information” in the [removed: 2024] [added: 2025] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the sections titled “Principal Stockholders,” “Election of [removed: Directors”] [added: Directors,”] and “Equity Compensation Plan Information” in the [removed: 2024] [added: 2025] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the section entitled “Corporate Governance” in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 25, 2024,] [added: 23, 2025,] are included herein in Part II, Item 8.

| | | | | | | [Articles of Amendment to Charter of McCormick & Company, Incorporated dated March 27, [removed: 2003](http://www.sec.gov/Archives/edgar/data/63754/000104746903010744/a2106508zex-4.htm)] [added: 2003](https://www.sec.gov/Archives/edgar/data/63754/000104746903010744/a2106508zex-4.htm)] | | | [Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration Statement No. 333-104084 as filed with the Securities and Exchange Commission on March 28, [removed: 2003](http://www.sec.gov/Archives/edgar/data/63754/000104746903010744/a2106508zex-4.htm).] [added: 2003](https://www.sec.gov/Archives/edgar/data/63754/000104746903010744/a2106508zex-4.htm).] | | |

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

| | | | | | | [By-Laws of McCormick & Company, Incorporated Amended and Restated on November 26, [removed: 2019](http://www.sec.gov/ix?doc=/Archives/edgar/data/63754/000006375419000197/mkc-8xkx11x26x2019.htm)] [added: 2019](https://www.sec.gov/ix?doc=/Archives/edgar/data/63754/000006375419000197/mkc-8xkx11x26x2019.htm)] | | | [Incorporated by reference from Exhibit 99.1 of McCormick's Form 8-K dated November 26 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on November 26, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/63754/000006375419000197/by-lawsxamendment11262.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/63754/000006375419000197/by-lawsxamendment11262.htm)] | | |

| | | | (ii) | | | [Summary of Certain Exchange Rights, incorporated by reference from Exhibit 4.1 of McCormick’s Form 10-Q for the quarter ended August 31, 2001, File No. 1-14920, as filed with the Securities and Exchange Commission on October 12, [removed: 2001.](http://www.sec.gov/Archives/edgar/data/63754/000091205701535224/a2060832zex-4_1.txt)] [added: 2001.](https://www.sec.gov/Archives/edgar/data/63754/000091205701535224/a2060832zex-4_1.txt)] | | | | | |

| | | | (iii) | | | [Indenture dated July 8, 2011 between McCormick and U.S. Bank National Association, incorporated by reference from Exhibit 4.1 of McCormick’s Form 8-K dated July 5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July 8, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/63754/000119312511185096/dex41.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/63754/000119312511185096/dex41.htm)] | | | | | |

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

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

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

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

| | | | [removed: (viii)] [added: (x)] | | | [Form of [removed: 2.50%] [added: 4.95%] Notes due [removed: 2030,] [added: 2033,] incorporated by reference from Exhibit 4.2 of [removed: McCormick’s] [added: McCormick's] Form 8-K dated April [removed: 13, 2020,] [added: 6, 2023,] File No. 1-14920, as filed with the Securities and Exchange Commission on April [removed: 16, 2020.](http://www.sec.gov/Archives/edgar/data/63754/000119312520109283/d914567dex42.htm)] [added: 6, 2023.](https://www.sec.gov/Archives/edgar/data/63754/000119312523094010/d490179dex11.htm)] | | | | | |

| | | | [removed: (ix)] [added: (viii)] | | | [Form of 0.90% Notes due 2026, incorporated by reference from Exhibit 4.2 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.](https://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex42.htm)] | | | | | |

| | | | [removed: (x)] [added: (ix)] | | | [Form of 1.85% Notes due 2031, incorporated by reference from Exhibit 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/d126576dex43.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex43.htm)] | | | | | |

| | | | (xi) | | | [Form of [removed: 4.95%] [added: 4.70%] Notes due [removed: 2033,] [added: 2034,] incorporated by reference from Exhibit 4.2 of [removed: McCormick's] [added: McCormick’s] Form 8-K dated [removed: April 6, 2023,] [added: October 8, 2024,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: April 6, 2023.](https://www.sec.gov/Archives/edgar/data/63754/000119312523094010/d490179dex11.htm)] [added: October 8, 2024.](https://www.sec.gov/Archives/edgar/data/63754/000119312524234390/d869386dex42.htm)] | | | | | |

| | | | (i) | | | [Deferred Compensation Plan, as restated on January 1, 2000, and amended on August 29, 2000, September 5, 2000 and May 16, 2003, in which directors, officers and certain other management employees participate, a copy of which Plan document and amendments was attached as Exhibit 10(viii) of McCormick’s Form 10-Q for the quarter ended August 31, 2003, File No. 1-14920, as filed with the Securities and Exchange Commission on October 14, 2003, and incorporated by reference [removed: herein.*](http://www.sec.gov/Archives/edgar/data/63754/000110465903022728/a03-3846_1ex10dviii.htm)] [added: herein.*](https://www.sec.gov/Archives/edgar/data/63754/000110465903022728/a03-3846_1ex10dviii.htm)] | | | | | |

| | | | (ii) | | | [2004 Long-Term Incentive Plan, in which officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference [removed: herein.*](http://www.sec.gov/Archives/edgar/data/63754/000110465904004446/a04-2106_1def14a.htm)] [added: herein.*](https://www.sec.gov/Archives/edgar/data/63754/000110465904004446/a04-2106_1def14a.htm)] | | | | | |

| | | | (iii) | | | [Non-Qualified Retirement Savings Plan, with an effective date of February 1, 2017, in which directors, officers and certain other management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick's Form 10-Q for the quarter ended February 28, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference [removed: herein.*](http://www.sec.gov/Archives/edgar/data/63754/000006375417000020/mkc-2282017xex10.htm)] [added: herein.*](https://www.sec.gov/Archives/edgar/data/63754/000006375417000020/mkc-2282017xex10.htm)] | | | | | |

| | | | (iv) | | | [The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on February 20, 2008, and incorporated by reference [removed: herein](http://www.sec.gov/Archives/edgar/data/63754/000120677408000339/exhibit99-a.htm),] [added: herein](https://www.sec.gov/Archives/edgar/data/63754/000120677408000339/exhibit99-a.htm),] as amended by [Amendment No. 1 thereto, which Amendment is incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the fiscal year ended November 30, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, [removed: 2009](http://www.sec.gov/Archives/edgar/data/63754/000119312509013251/dex10xi.htm).*] [added: 2009](https://www.sec.gov/Archives/edgar/data/63754/000119312509013251/dex10xi.htm).*] | | | | | |

| | | | (v) | | | [The Amended and Restated 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit A of McCormick’s definitive Proxy Statement dated February 14, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on February 14, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/63754/000130817919000003/lmkc2019_def14a.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/63754/000130817919000003/lmkc2019_def14a.htm)] | | | | | |

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

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

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

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

| | | | (xi) | | | [Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(iv) of McCormick's Form 8-K/A, as amended, dated March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, [removed: 2022.*](http://www.sec.gov/Archives/edgar/data/63754/000006375422000026/a2022nqsoagreementforexe.htm)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/63754/000006375422000026/a2022nqsoagreementforexe.htm)] | | | | | |

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

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

| | | | [removed: (xiv)] [added: (xvi)] | | | [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)] [added: 2014.*](https://www.sec.gov/Archives/edgar/data/63754/000006375414000013/mkc-2282014xex1015.htm)] | | | | | |

| [added: (97)] | | | [removed: (xv)] | | | [removed: [Employment Agreement between McCormick (UK) Limited and Malcolm Swift,] [added: [McCormick Clawback Policy,] incorporated by reference from Exhibit [removed: 10.1] [added: 97] of McCormick’s Form [removed: 8-K,] [added: 10-K for the fiscal year ended November 30, 2023,] File No. 1-14920, as filed with the Securities and Exchange Commission on January [removed: 29, 2015.](http://www.sec.gov/Archives/edgar/data/63754/000006375415000015/0000063754-15-000015-index.html)*] [added: 25, 2024.](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex97.htm)] | | | | | |

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

| (21) | | | | | | [Subsidiaries of [removed: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex21.htm)] [added: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex21.htm)] | | | Filed herewith | | |

| (23) | | | | | | [Consents of experts and [removed: counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex23.htm)] [added: counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex23.htm)] | | | Filed herewith | | |

| | | | (i) | | | [Certification [removed: 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)] [added: of Brendan M. Foley,](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm) [Cha](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)[irman](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)[, President](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)[,](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.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/63754/000006375424000027/mkc-11302023xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)] | | | | | |

| | | | (ii) | | | [Certification [removed: of Michael R. Smith,] [added: of](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm) [Marc](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm)[os M. Gabriel](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm)[,] 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/63754/000006375424000027/mkc-11302023xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm)] | | | | | |

| | | | (i) | | | [Certification [removed: 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)] [added: of Brendan M. Foley,](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm) [Chairman](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm)[, President](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.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/63754/000006375424000027/mkc-11302023xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm)] | | | | | |

| | | | (ii) | | | [Certification [removed: of Michael R. Smith,] [added: of](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm) [Marcos M. Gab](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[r](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[ie](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[l](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[,] 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/63754/000006375424000027/mkc-11302023xex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)] | | | | | |

| [removed: (97)] [added: (19)] | | | | | | [McCormick [removed: Clawback Policy](https://www.sec.gov/Archives/edgar/data/63754/000006375424000027/mkc-11302023xex97.htm)] [added: Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex19.htm)] | | | Filed herewith | | |

| (101) | | | | | | The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] filed electronically herewith, included in the Exhibit 101 Inline XBRL Document Set. | | | | | |

| By: | | | /s/ BRENDAN M. FOLEY | | | [added: Chairman,] President & | | | January [removed: 25, 2024] [added: 23, 2025] | | |

| By: | | | /s/ [removed: MICHAEL R. SMITH] [added: MARCOS M. GABRIEL] | | | Executive Vice President & Chief | | | January [removed: 25, 2024] [added: 23, 2025] | | |

| | | | (xiii) | | | [Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(xii) of McCormick's Form 10-Q for the quarter ended May 31, 2024, File No. 1-14920, as filed with the Securities and Exchange Commission on June 27, 2024. *](https://www.sec.gov/Archives/edgar/data/63754/000006375424000057/mkc-05312024xex1012.htm) | | | | | |

| | | | (xiv) | | | [Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(xiv) of McCormick's Form 10-Q for the quarter ended May 31, 2024, File No. 1-14920, as filed with the Securities and Exchange Commission on June 27, 2024. *](https://www.sec.gov/Archives/edgar/data/63754/000006375424000057/mkc-05312024xex1014.htm) | | | | | |

| By: | | | /s/ BRENDAN M. FOLEY | | | Chairman, President & | | | January 23, 2025 | | |

| | | | Marcos M. Gabriel | | | Financial Officer | | | | | |

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

| /s/ VALARIE SHEPPARD | | | | | | January 23, 2025 | | |

| Valarie Sheppard | | | | | | | | |

| /s/ TERRY S. THOMAS | | | | | | January 23, 2025 | | |

| Valuation allowance on net deferred tax assets | | | 25.9 | | | 8.0 | | | 0.1 | | | (0.5) | | | 33.5 | | |

| | | | $ | 31.8 | | $ | 8.3 | | $ | (1.1) | | $ | (0.8) | | $ | 38.2 | |

| | | | Michael R. Smith | | | Financial Officer | | | | | |

| /s/ FREEMAN A. HRABOWSKI, III | | | | | | January 25, 2024 | | |

| Freeman A. Hrabowski, III | | | | | | | | |

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

| Valuation allowance on net deferred tax assets | | | 31.5 | | | 6.6 | | | (0.4) | | | (5.0) | | | 32.7 | | |

| | | | $ | 36.7 | | $ | 7.8 | | $ | (1.5) | | $ | (5.1) | | $ | 37.9 | |