Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-14920

McCORMICK & COMPANY, INCORPORATED

(Exact name of registrant as specified in its charter)

Maryland52-0408290
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
24 Schilling Road, Suite 1,
Hunt Valley,MD21031
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (410) 771-7301

Securities registered pursuant to Section 12(b) of the Act:

Trading
Title of each classSymbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01 per shareMKC.VNew York Stock Exchange
Common Stock Non-Voting, Par Value $0.01 per shareMKCNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Shares Outstanding
August 31, 2022
Common Stock17,606,187
Common Stock Non-Voting250,600,835

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION4
ITEM 1FINANCIAL STATEMENTS4
ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS26
ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK45
ITEM 4CONTROLS AND PROCEDURES45
PART II - OTHER INFORMATION46
ITEM 1LEGAL PROCEEDINGS46
ITEM 1aRISK FACTORS46
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS47
ITEM 3DEFAULTS UPON SENIOR SECURITIES47
ITEM 4MINE SAFETY DISCLOSURES47
ITEM 5OTHER INFORMATION47
ITEM 6EXHIBITS48

Table of Contents

PART I - FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS